


28 Ways to Make A Spider Fall

by theoneandonlybunny



Category: Spider-Man (Tom Holland Movies), The Avengers (Marvel Movies)
Genre: Emotional Hurt/Comfort, Female Peter Parker, Gen, Hurt/Comfort
Language: English
Status: In-Progress
Published: 2021-02-02
Updated: 2021-03-11
Packaged: 2021-03-13 09:07:15
Rating: Teen And Up Audiences
Warnings: Graphic Depictions Of Violence
Chapters: 23
Words: 37,070
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/29150958
Author URL: https://archiveofourown.org/users/theoneandonlybunny/pseuds/theoneandonlybunny
Summary: Febuwhump prompts, featuring Penny and all of her friends and family!
Relationships: Michelle Jones/Peter Parker
Comments: 64
Kudos: 106





	1. 1. Mind Control

Penny couldn’t remember how she got to this place.

Her mind was terrifyingly blank; there was no memory she could grasp to explain what was going on or how she got there. She was dressed in something bizarre, long and flowy and dark, not something she would ever put on herself.

She tried to ask a question, but the moment the word ‘why’ started forming on her lips, it was wiped from her brain. She went back to her task, which was preparing her tools for the job that night.

Another moment of wakefulness, this time in the middle of the job.

Penny looked around. She was in the middle of infiltrating a party, and she was alone in a side room. There was a knife strapped to her thigh and something pulsing in her arm. When Penny found a mirror, she found that her signature auburn hair had been dyed a deep, inky black and cut short.

She looked like an almost totally different person.

Penny ran for the door, trying to get out of the situation, but a sudden thunderclap of a headache had her immediately drop to the floor, clutching her head in agony.

“You’re not allowed to do that, Agent.”

Tears leaked out of her eyes. “That’s – that’s not my name,” Penny whispered. “Don’t call me that.”

“It is your name,” the voice said, “and it is the only thing I will ever call you. Complete your mission, Agent, or the consequences will be even worse.”

The pain faded slowly, and when Penny stood up, she couldn’t remember what the trouble had been about – just that she needed to get her mission done. She walked out of the room, lured an older gentleman into following her back into the side room, snapped his neck and escaped before anyone missed them.

The pattern continued on. The missions were always very quick, in-and-out moments where Penny was dropped off in a nice dress and given a target to take out. Sometimes Penny would wake up in the middle of a mission, sometimes before it, and one truly terrible time just after she finished it, with the blood still dripping from her hands.

Time passed without a way for her to measure it, but she knew she’d been gone for several months when she woke up once and noticed it was winter.

Her previous moment of clarity had been at a Halloween party.

Penny kept praying, when she was aware, that her handlers would mess up, and they did. It was Penny’s luck that they messed up when the Avengers were there to back her up.

It was a party celebrating the Stark Foundation’s work in regards to an important scientific breakthrough – Penny didn’t know which one, she wasn’t briefed about that. She was given a target to take out, a Mr. John Oberin, and she was moving through the crowd when she spotted Mr. Stark and Mr. Banner.

“Avengers are here,” she hissed into an earpiece.

Her handler told her to get to one of the rooms with a window, and Penny did, but her head was pounding. Seeing Mr. Stark and Mr. Banner like that brought back memories of who she was and the information was flooding her.

Penny was waiting for her handler when Mr. Stark and Mr. Banner burst into the room she was waiting in. She was crouched on her knees, her head killing her, and Penny was just aware enough of herself that when orders from her handler to kill them came in, she took the earpiece out of her ear and snapped it.

"Roos," Mr. Stark said, a blend of hope and fear on his face, “Roos, are you okay? Can you tell me who you are?”

“Penny – Penny Parker,” she gasped, before throwing up on the rug. Mr. Stark immediately knelt down next to her, rubbing her back as she got rid of everything that was in her system. “Mr. Stark – I – someone has been controlling me, I don’t know how, you’re in danger –”

“I’m actually not,” he said, a little humor entering his voice. “In fact, usually when I was in the same position you’re in now, I was at my least threatening.”

Penny slumped against him, exhausted, and he caught her. Mr. Stark and Mr. Banner were in the middle of checking her over when they got the all-clear from Natasha – she and Barnes had taken out the handler and support staff that were controlling Penny. They were in the middle of ripping the information on how they kept Penny under their control from the electronics the handler was using, but everything they’d seen so far indicated that it was safe to take Penny back to the Tower.

Which is where she woke up next.

Penny couldn’t remember much of the time she spent under the control of her handler, but she knew this was comfier than anything she’d been allowed since she’d been grabbed. She sat up and saw there was a giant teddy bear in a chair on the other side of the room, with stitching on the middle that read “Welcome Home Penny!” in fancy pink lettering.

She didn’t really like stuffed animals, but the thought was nice.

Penny had just finished getting dressed in a super-comfy pair of sweats when she heard someone knock at the door. “Come in,” she said, and was about to get back in the bed when she saw Mr. Stark at the doorway.

She ran to him, hugging him as tightly as she dared, and he hugged her too, making sure the hug lasted for more than a few quick seconds. When it did end, he went to sit near her bedside and she got back in bed, hugging a pillow close to her chest.

“Roos,” Mr. Stark said, “how much of the time you were away do you remember?”

She frowned. “Bits and pieces,” Penny said, “but I know what I did. I would – I would ‘wake up’ sometimes, and I never knew why, but sometimes it was just before or just after my… my ‘missions’. Mr. Stark, you have to believe me, I didn’t – I – ”

“Everyone here believes you,” Mr. Stark said. “Everyone. Natasha and Barnes are ready to talk to you about what you went through, whenever you’re ready. They’d also like to talk to you about the specifics of what you can remember, but that’s a little more urgent.”

Penny nodded. “Am I safe?” she asked. “I don’t want to hurt anyone here… but for months I was being forced to hurt people. I don’t – if that – I couldn’t –”

Mr. Stark shushed her and held her close. “We figured out how you were being held,” he said, rubbing her back. “There was a device in your head. As long as you were within 1000 feet of your handler, you had to do anything they said. The moments you were aware were times when you got a little too far away, as far as we can tell.”

There was a giant wave of relief through Penny’s body as she took in the news. That she was made to hurt people was terrible, and she knew she was going to have nightmares about it for a long, long time. If she’d been made to hurt teammates, though, it would have been even worse.

“Thanks for saving me, Mr. Stark,” Penny said. “How long did I miss, anyway?”

He frowned and kissed her on the top of her head. “You were gone for almost six months, kiddo,” he said. “You were taken during your summer vacation, and it’s Christmas next week. I worked it out with MIT that you’re just taking a gap year, so your education hasn’t been too badly impacted, but you’ve had me worried sick. Your aunt, too – she’s coming to see you once I get out of here.”

Penny was stunned by the sheer amount of time she missed, and she needed a few minutes to process it. She’d missed so many birthdays and special occasions. “What about MJ?” she asked weakly. “Anyone call my girlfriend?”

Mr. Stark chuckled. “She’s third. Dr. Cho stressed the importance of us coming one at a time, though, or both of them would have been in the room with me.”

Penny nodded, and even though she knew he couldn’t see it she knew he felt it. She couldn’t help but cry a little, and Mr. Stark held her through those tears, his warm hand never leaving her back.

“It’s okay, ‘Roos,” he whispered in her ear. “You’re safe. You’re home. I’m not gonna let anything else happen to you, okay? None of us are.”

She nodded again and shrunk into him, clinging onto him with as much force as she dared. Mr. Stark kept making comforting noises in her ear, and eventually she calmed down enough to see some of the other people who loved her.

Everything was going to be okay. Mr. Stark said so.


	2. "I Can't Take This Anymore"

**Summary for the Chapter:**

> Day 2: I Can't Take This Anymore
> 
> tw: misogyny

There was a sliding scale of how dangerous the people Penny faced could be, and she had it ranked.

The lowest tier were people who were just in it for shits and giggles. The people who were robbing a store or stealing a car because they were bored or they thought it would be funny. They were rarely dangerous; they were much more likely to abandon something if they thought they would face consequences.

Then there were the people who were hired to do something. They had a financial stake in the outcome, but most of the people who were hired on for a job were more likely to bail if it looked like it was going to lead to their permanent injury or imprisonment.

After that came the leaders – as they called the shots, and were often directly set back the most if something didn’t go through, they were more likely to ride a job to the end. They often had the best toys and the most inclination to use them; after all, if running the job was going to land them with serious jail time anyway, they weren’t going to blink an eye at shooting up a bystander or tangling with Penny.

The worst, though – those were the true believers. The ones who were so desperate or so power-hungry or so cruel that they’d lost track of reality and their only thought was of themselves and their wants and needs. That was what Penny was going up against, and as the formerly quiet, nerdy man screamed, Penny cursed her luck.

“I CAN’T TAKE THIS ANYMORE,” the man screamed, the energy around him crackling dangerously. He’d discovered a way to create a forcefield so powerful that Penny was having trouble getting through it, and she ducked behind a crate for some shelter as tools and debris went flying.

“Oh for fuck’s sake, get a therapist,” she groaned to herself. “You’re like, 45. Get your shit together, my dude.”

“WHAT.”

Oh, crap. Penny didn’t think he would have heard her over the roaring sound of the forcefield generator. She stood up anyway, done with his shit, and brushed herself off.

“Get. Your. Shit. Together,” she repeated, staring right at him. “No one took your idea, no one sold it to the government, no one is trying to kill you. You are angry that this – the forcefield generator – wasn’t deemed reliable enough in its current form to be useful on anything but an individual scale, and it uses so much power that it’s only useful in a very limited number of spaces. You are having a meltdown because something you worked very long and very hard on didn’t work. Sorry, asshole, but that’s not a good enough reason to blow up the lab you used to work at, killing half of the people there, and then hole up in here and blast everyone who comes in trying to diffuse the situation. You’re throwing a tantrum, and it’s not a good look. Sit the fuck down and shut the fuck up.”

The forcefield crackled dangerously, and Penny dodged a ray of energy aimed directly at her.

“How dare you speak to me like that!” Max Bibee yelled, throwing a few more energy spikes her way. “How DARE you! You’re a young woman – anything and everything you’ve ever wanted, you’ve just had to bat your eyes and pout and you’ve gotten it! You’ve never had to work and suffer for your ideas like I have.”

This dude was getting on each and every last one of Penny’s nerves. “Oh, my god,” she said, using a web to throw a wooden crate at him. It broke on the forcefield, but it got his attention. “You actually think that, don’t you? You actually think that I can get anywhere I want in life by asking nicely? WHY THE FUCK YOU DO THINK I’M WEARING A MASK, ASSHOLE? IT DOESN’T WORK LIKE THAT.”

The forcefield flared again and Penny ducked behind a few more crates.

“You’ve never sacrificed like I have, Spider-Woman,” he declared, and started in on a monologue about all of the hard work he’d done, only to be rejected at every turn. All of the ways he had personally been let down by the system. How he should have been managing the lab, no, running his own company, but no one saw the brilliance in his ideas, not even her!

While he was talking, though, Penny was working on a plan. “Karen, do you have any features that can set something on fire?” Penny asked, looking at the fire suppression system above him. Considering the age of the building, the fire suppression system used water, which would short out his forcefield if she was right.

Out of the wrist of her suit came two very small prongs, the ones Karen used to create the taser webs when she needed that configuration. Penny shoved them into the wood and then watched it spark and create a small fire.

“Come on,” Penny whispered to the flame, “just burn a little more. You can do it!”

The tiny flame became bigger and bigger, and then Penny added another piece of wood to it and watched it get even bigger.

Bibee paused his monologue and sniffed the air. “Is something burning?” he asked, looking around.

“Yeah,” Penny replied, and jumped to the ceiling so she could hold the small flame to the fire suppression system. “Look, it’s my last fuck. I set it on fire!”

The water did cause the system to short out like Penny was hoping, but instead of just shutting everything down (like Penny wanted to happen), the forcefield generator lost its shit. When it short-circuited it exploded, creating such an explosion that both Penny and its creator were blown through opposing walls.

Bibee landed on a couch the next room over. Penny landed in the street, just barely catching herself before she hit the pavement.

The police rushed in then, taking Bibee into custody, and Penny limped away. She had a killer headache from flying through the air like Yahtzee and Bibee’s rant was getting to her in a way most didn’t.

He really believed he was hard done by because he didn’t get everything he wanted the moment he wanted it, and Penny couldn’t fathom a world like that. Everything in her life was a struggle, every step of progress was dearly paid for, and Penny would sacrifice everything – even her powers – to make sure her loved ones were safe at the end of the day.

But people like that didn’t care about other people, and they didn’t see other people as full people. Just pawns. Penny got herself to a boba place nearby that didn’t mind it if she used their roof and thought about some of the people in her life.

Uncle Ben and Aunt May sacrificed so much for her over the years. They hadn’t planned on having children when Penny came into their lives, but they entirely shifted everything they were planning and doing so they could provide for her. Let her grow up in a safe, loving home.

Ned’s parents sacrificed so much for him. They were decently well off, but they were immigrants, and Ned was a first-generation American. It took a lot of work and time and money and drive for his parents to come to America in the ‘90s, and from what Ned shared, their first few years adjusting to their new home hadn’t been easy. They’d faced a lot of racism and bigotry over being brown immigrants, over struggling to pronounce some English words, and Ned said they’d considered going home several times – but they wanted better for their children than what they grew up with, so they stayed to tough it out.

Penny was so, so grateful. She didn’t want to imagine a world where Ned wasn’t her Guy in The Chair.

And the Avengers. Penny didn’t know much about her sometimes-teammates yet, but she’d been in the field when others got hurt. She saw the blood, sweat and tears that went into being a hero, even if it was easier for her than it was for some of the non-enhanced people on the team. Clint and Scott were parents, and being an Avenger often called them away from their families. Wasn’t that sacrifice too – on both the parts of them and their families?

Penny used a web-line to hang in front of the boba place and ordered a drink for herself with the cash she had on her. She put her change in the tip jar and went back up to her ‘brooding place’, as MJ called it.

That man – that idiot – didn’t know the first thing about real sacrifice or suffering, she thought, but he just might learn. After all, the cops who took his sorry ass down weren’t too careful about how they handled him, and he was too much of a dick to **_not_** offend people in jail.

**Notes for the Chapter:**

> If you like the chapters so far, you can find me at princessofthewhitemoon.tumblr.com, and you can always leave comments or ideas you want me to try out/see more of in the comments. Thanks for reading!


	3. Imprisonment

**Summary for the Chapter:**

> Imprisonment.
> 
> TW: police brutality, blood, brief mention of menstration, gunshots

The NYPD had always had it out for Spider-Woman, so when they opened fire, it wasn’t really that surprising.

What was surprising was when they got her – twice – and then managed to apprehend her when she was down. Penny could take a lot of punishment, but two bullet wounds after being tossed around by The Lizard for half the night took her down, hard.

She was trying to apply some webbing to her wounds so she could get away when a cop hit her with a taser. It took her out and hit some exposed wiring, which fried her entire system.

Not cool.

What was even worse, though, was the way that she could feel them taking off her mask as she was coming too. She gasped and raised her hands to protect herself, but her arms were wrenched roughly behind her, including the arm with the bullet wound, and unmasked she was.

“You mean a little girl has been the pain in our ass the whole time?” asked a grizzled member of the force, and when Penny looked up at his uniform, she saw the name “Jenkins”. “Throw her in the back of the van.”

“Sarge, she’s got bullet wounds,” one of the other officers said. “Shouldn’t we take her to the hospital first?”

Jenkins shook his head. “I’ve seen this freak get turned into Swiss cheese, stand back up and swing away,” he said. “She’ll be fine, and if we take her to a hospital we risk losing her. Someone can patch her back up at the holding cells.”

Penny was half-aware of being picked up and roughly handled; she was keeping quiet for her own good. No one had read her any Miranda rights, and without the top of her costume she couldn’t talk to Karen and communicate with the Avengers anymore. There was an emergency button on her upper thigh that she was supposed to press, and she managed to get it when they shoved her into the back of a police van.

She wasn’t secured. She wasn’t strapped in. The NYPD did nothing to protect her or ensure her safety, and Penny genuinely wondered if they wanted to arrive at the destination and find out she’d died in the back of their van.

That fear was made even stronger by the way the driver was controlling the vehicle. Maybe it was because of the way that Penny was trying to desperately cling to the corner of the van she’d crawled into, and maybe it was all of the blood she was losing on the floor of the van, but she was lightheaded and woozy by the time the van came to its first stop at what Penny assumed was a stoplight. It was a good thing that Penny’s mask had already been removed, because with her tightly-bound behind her back she wasn’t sure if she would have been able to get the mask up and off in time before she lost what was left of the burrito she ate before patrol.

Penny knew she could break the handcuffs if she wanted to, but since she was already in police custody – and bleeding heavily – she didn’t know if she wanted to. She didn’t think she could handle it if she got shot even one more time.

The police van eventually got to its destination, and when the back opened Penny was disoriented and scared. When she started being a vigilante she was worried about getting a criminal record, but this seemed so much more than that.

Police officers pulled Penny out of the back of the van and she half-walked, half-stumbled her way into the building. Someone tipped off the press that they were bringing her in, though, because before they got to the entrance there were bright lights and a camera in her face.

“Get out of our way,” a police officer shouted, pushing people back, and Penny was shoved into the station, where she was mostly dragged into the processing room.

Her fingerprints and photos were taken. They asked her her name, but she didn’t talk to them – could barely even focus on standing. She was pale and shaking, and when the processing officer realized Penny wasn’t going to speak to them she ordered Penny to be strip-searched for any identifying information.

The officers fumbled with her suit for a few minutes before Penny was pulled out of it, wearing only a sports bra, a pair of shorts and underwear under the suit. They turned the suit inside out before they realized Penny didn’t have a wallet, an ID or her phone on her – just $4.23 cents, what was left of the cash she used to buy the burrito that was now in the back of the police van.

“Hey, brat,” one of the police officers said, “where the fuck is your phone?”

“Getting fixed,” Penny mumbled, feeling ice-cold and forgetting that she wasn’t supposed to speak to the police.

“At least, the spider speaks,” the other female officer said. “Hey, kid, what’s your name?”

“Spider-Woman,” Penny said faintly.

The officers rolled their eyes and gave her a prison outfit to replace her suit. Penny’s fingers fumbled while she put it on, and they had to uncuff her while she put it on, but by that point she was barely a threat to a fly. She was barely keeping track of the conversation, and her skin had gone the palest it had ever been.

“Lieutenant, I really think we should get this kid to a hospital,” someone in the background said. “She’s going to pass out any minute now.”

“You think the hospital can treat her any better than we can?” the lieutenant replied, scoffing. “Patch her up and put her in the holding cell. She’ll be fine.”

Penny was not fine. Her breathing was shallow and her heartbeat was lower than it should have been, even accounting for the fact that her heart was larger than it otherwise would have been, a side-effect from all of her time swinging around New York City. She did so much physical activity that her heart had actually grown larger to keep up with the amount of blood it constantly needed to pump when she was between buildings, and now all of her hard work was working against her.

Penny started softly crying in the holding cell, realizing that they would leave her there to die, when she heard voices coming close. Two officers, both sounding disgruntled, and one of them opened the door to her cell.

“Come on, stand up, Spider-bitch,” one said, pulling her up. She was dangling from his arm, and he and his partner dragged her from the cell. “Someone’s here to see you.”

There was a gasp and Penny opened her eyes. It was hard to focus, but she would have sworn she saw Mr. Stark there, looking appalled.

“I swear to God I will sue everyone in this building,” he said, in the most threatening voice Penny had ever heard from her mentor. “She’s half-dead. If she dies tonight, you won’t need a social movement to defund the police; I’ll do it all on my own.”

He picked her up then and carried her out of the building. Penny leaned into the warmth and the strength of her mentor until she felt herself being put on a stretcher and strapped in.

“I’m so, so sorry, I wasn’t here earlier, ‘Roos,” Mr. Stark said, his voice choking up. “I couldn’t figure out where they were keeping you. I got the mayor on the phone, and he wouldn’t tell me, so I went to the Governor and got him to get the mayor to tell me, but by then – you don’t want to hear this, I’m sorry.”

Penny was barely aware of anything, but someone placed an IV line in her elbow by holding it still. Penny didn’t want it to be still. She wanted to use that hand to hold Mr. Stark’s.

“It’s – it’s okay,” she choked quietly, closing her eyes. Keeping them open took too much energy. “You’re here. It’s okay.”

“Oh God, no, no no no no no no, God please,” Mr. Stark begged, holding her hand anyway. “Penny, no, stay with us. BARTON, GET US IN THE AIR NOW!”

Penny started crying again, and Mr. Stark almost pulled her into his lap, but Sam got in the way. “Do you want me to save her life or not?” Wilson asked harshly. “Keep out of my way and we might get to keep her.”

She never quite lost consciousness on the way to the Tower, so Penny was at least half-aware of what was being done around and to her. The jail clothing was cut off her body to examine all of the places where she might have been bleeding and her wounds were redressed. Her reactions were checked and a monitor placed on her finger. Wilson was double-checking her breathing and her blood oxygen levels when the helicopter touched down on top of the Tower.

Dr. Cho was there to meet them when Penny’s stretcher was wheeled out, and she instinctually flinched when she felt the cold night air, but Penny wasn’t in the night air for long. She was immediately pushed into an operating room to help mend some of her wounds using Dr. Cho’s technology, and more bags of blood were pushed, trying to correct the deficit. Penny had more blood than a lot of girls her age, because of her healing factor, but she was still a teenage cis girl, which meant lower blood levels because of menstruation.

Mr. Stark and the other Avengers were outside the door the entire time. Sam and Tony only left when they realized Penny’s blood was all over them, and even then they didn’t leave for long – Tony especially. His hair was still dripping when he came back.

Finally, after several hours, the doors opened and Dr. Cho came out. She had a fair amount of blood on her as well but she was smiling, and that was what the team focused on.

“Penny is okay,” Dr. Cho said. “She managed to pull through, if only just barely. We almost lost her on the table a couple of times, but she’s in recovery now.”

Tony almost crumpled in relief, but he was caught by Steve, who redirected the tired mentor to a chair.

“Can we see her yet?” asked Wanda, and Dr. Cho nodded.

“Two at a time, please, until she wakes up and I can check her recovery so far,” Dr. Cho said. “But yes.”

Tony stood up automatically from the chair, and without even really discussing it he and Wanda were the ones who went in. Penny’s ordeal scared the entire team, but them most of all, and neither of them would be able to rest until they saw her wake up with their own eyes.

**Notes for the Chapter:**

> NYPD almost always hates Spider-Man in the comics, and with the current environment, I can't imagine they would like a masked vigilante who defends the streets much, even if she is a white chick.
> 
> If you liked the chapter, feel free to say hi to me at princessofthewhitemoon.tumblr.com or leave a comment/kudos! I love hearing from readers.


	4. Impaling

**Summary for the Chapter:**

> Penny has to find her way back to people after a battle leaves her behind when she's injured.

Being impaled wasn’t fun.

There was a five-inch-long piece of sharp, thin steel sticking out of Penny and it kept taking her breath away – or maybe that was the pain. As far as she figured, though, she’d gotten lucky. The steel was in her, it hurt like fuck and she was definitely in a lot of pain, but it missed most of her vital organs.

Most. Dr. Cho might have something to say about the steel’s position in relation to her large intestine.

And how Penny was almost certainly making things worse by walking while impaled, but that was unavoidable.

Penny ran out of webbing an hour ago and, even worse, the main battle moved on without her. There was some alien force – Kree? – who had gotten this great idea to invade Earth and every Avenger on the roster was called out to help fight the bastards who kept stealing everyone’s faces. Honestly, she didn’t get much of a mission briefing on this one; they yanked her out of American History class because of this.

The battle was winding down now, but Penny couldn’t just sit on the sidelines and wait for someone to come back her way and make sure she wasn’t dead. Even though the steel in her side burned, there was something burning even deeper that told her to find someone. Anyone. So she kept stumbling in the haze of the battlefield, trying to not look too closely at the bodies when she came across them.

There wasn’t anything she could do for any one of them, anymore. And the way she was feeling, woozy and slightly delirious, Penny knew there wasn’t much more she could do for herself than just keep moving. Find someone on their side, anyone, and get help.

Well, she didn’t find anyone in ten minutes of agonizing walking and her side was just about murdering her now. Penny’s breaths were coming out in short, pained gasps, none of which could truly be called a breath, but it provided at least enough oxygen to keep moving without moving her chest more than she had to.

“Hello?” Penny called, looking around. “Hello, is anyone there?”

For a moment, a deep fear stole her breath. Did anyone else survive? Did they all leave without her, assuming she was one of the dead when she couldn’t keep up with the waves of power being thrown at her? Did the bad guys win?

Penny couldn’t keep walking anymore. She fell to her knees, woozy with blood loss, crying from the pain in her side and the pain in her heart and the pain in her head. Her suit’s electronics were disabled during the fight, so Penny didn’t even have Karen to talk to as she started zoning out.

She didn’t know how long she laid there, but Penny heard a gasp from somewhere above her. When Penny peeled back her eyes, she saw this beautiful blue-skinned woman with dark hair and metal in her face. There was another woman, just beside the blue woman, who had yellow-ish skin and with little antenna and the most welcoming presence Penny ever felt, and both women were kneeling down near Penny.

“This one still lives,” the blue woman said, “and I remember seeing her fight. Not just here, but on Titan, and after that on Earth. She was… precious… to the mechanic.”

“She’s really weak,” the woman with the antenna said. “If we’re going to save her, we’re going to have to be fast.” She looked down at Penny and smiled gently. “It’s going to be okay. We’re going to take care of you.”

Penny nodded somewhat clumsily, her head feeling about ten pounds too heavy for her neck. “Okay,” she murmured. “Okay.”

From there, Penny was gently placed on something that floated, something that was too fancy to properly call a stretcher. The women were very gentle with Penny, and they placed her on her other side so they wouldn’t agitate the piece of steel that was sticking out of her.

Penny lost track of what was happening after that. She was transported to some fancy medical ship – or facility? She couldn’t tell – and then she was being rushed through hallways. Something was put over her face, and then Penny was asleep again, and when she woke up, the steel was out of her side and there were thick white bandages all over her midsection. Her suit had been entirely cut off of her, and she was wearing some kind of gown that could be easily removed or pushed to the side when the bandages needed to be changed.

A nurse came along, someone Penny had never seen before, and checked on Penny – checked out how much she remembered, checked on her wound, checked to see if Penny needed anything like a drink or the bathroom or some more pain meds.

Penny took the drink and the chance to go to the bathroom, but just walking a few feet was intensely, incredibly painful; she’d been out for a full day after the surgery, during which she was able to heal some, but it would take weeks before she fully recovered from the wound and the infection that was setting in when her fellow heroes found her.

The nurse was almost about to leave when Penny asked her if the nurse could get her a phone or a tablet – something she could use to contact people. The nurse nodded and said one would be brought around soon, and Penny relaxed back into her hospital bed, tired and unable to focus much.

“So much for being a Friendly Neighborhood Spider-Woman?” she asked herself, slightly bitterly. “Ugh. Next time I see Nick Fury I’m punching him in his good eye. I wanted to reduce local crime, not be part of epic battles to determine the fate of humanity.”

“Then you probably shouldn’t have stowed away on that ship to Titan,” a voice said, and Penny looked back to the door the nurse left out of. There was Dr. Strange, looking like he’d been through the wringer as well. “Just a thought, of course.”

“Shut up, dude” Penny grumbled. “I mean it. I’m not the Sorcerer Supreme or the God of Thunder or something else like that. I’m a college student with a caffeine addiction, a bad taste in music and, if I’m right, a bad case of ADHD. I’ve been in three battles for the fate of the universe, and one battle that was just for the fate of the superheroic community on Earth. I should be in class right now.”

“You are, perhaps, the only college student I’ve ever heard complain about not being able to attend labs,” Dr. Strange said, and grabbed a seat in a chair. “We won, by the way. Not sure if you were concerned about that or not.”

“I kinda figured we did,” Penny said, “or else I probably wouldn’t still be here.” She ran her fingers through her hair and discovered that it felt just awful, with blood and sweat and dirt in it, but she knew she wouldn’t be able to shower for a while, which made her feel even worse. “How did we win, by the way?”

“Thor exploded the leader into little chunks, and then the second in command, and then the third in command. The fourth in command surrendered.” Dr. Strange pulled a cup of coffee out of… somewhere… and started drinking it. “He got angry when someone took a shot at Loki.”

“Is that what happened?” Penny didn’t really have nice things to say about Loki, but she was one of the school kids who had to shelter in place for three hours during the initial attack, and then stay overnight at the school because the subway and most roads into Midtown were destroyed, so she felt it was really only fair. She’d been 11. “Well, I’m glad we won. Did we lose anyone?”

“A few people,” Dr. Strange said. “A couple of SWORD agents, one of the Guardians of the Galaxy and a new hero, called herself Elektra.”

“Oh no,” Penny said. Matt Murdock, the Devil of Hell’s Kitchen, was dating Elektra, and Penny felt immediately bad for him. She and Murdock mostly kept out of each others’ ways, a type of ‘professional courtesy’, but she would definitely have to find him when she was out of the hospital and express her condolences. “I didn’t know her, but I knew of her. Friend of a friend and that type of stuff.”

Dr. Strange nodded and took a few more sips of his coffee. “I get it,” he said, and stood up. “I have a couple more heroes to check up on, but I can tell the other Avengers what room you’re in, see if someone else can come visit.”

“That would be nice,” Penny said, genuinely grateful. “Thanks, Doc.”

Dr. Strange left then and Penny pulled the blankets up around her, trying to ward off the hospital chill. She really, really didn’t like being stuck in hospital beds, but there were worse ways that battle could have ended for her, and she appreciated that more now.

**Notes for the Chapter:**

> Thanks so much for reading! As always, I love hearing from you guys, whether that's in the comments or at my tumblr, princessofthewhitemoon. Please let me know if there's anything you would like to see!
> 
> Also, the Dr. Strange movie is one of the ones I haven't seen, so if he's OOC I apologize!


	5. Take Me Instead

**Summary for the Chapter:**

> Penny gets left behind when she wants to go on a mission.

“Take me instead!”

The words were out of Penny’s mouth before she was aware she was speaking. She and the other Avengers were in the middle of figuring out who was going on the latest mission and Wanda had just backed out, citing needing more time to recover – she’d gotten injured fairly badly on the last one, and while the injury was healed, she needed more time to get back to where she was before she got injured.

Which is why Penny was volunteering in her place.

It wasn’t a real one-for-one swap. Wanda was extremely powerful and could fly, under the right circumstances. She wasn’t limited by terrain the same way Penny was, and she could use her powers in a lot more ways than Penny could.

Penny was totally okay with all of that because Wanda was an incredible friend and almost an older sister. They worked well together, and Wanda was known to rearrange boulders to give Penny leverage in areas where the environment didn’t automatically give it to her.

Sam, the leader of the mission, shook his head. “We need a magic user on this,” he said, and turned to Dr. Strange. “Mind filling in on this one? I know you’re not part of the standard crew?”

Dr. Strange agreed to be part of the mission and the people who weren’t going were dismissed. Penny left the room feeling oddly excluded, like it was her fault for not being magical. What, wasn’t being a genetically-weird spider-human hybrid who could stick to walls and catch objects weighing multiple tons enough for one hero?

This type of feeling wasn’t healthy, wasn’t good for Penny’s mental state. She knew this wasn’t abandonment. She didn’t have the skills they needed on this one. She had other skills. There would be other missions, and did she really want to get hit with possible magical bullshit, like she’d gotten hit by a couple of missions ago?

Penny found her feet taking her to the gym. Rhodey was there already, working on his agility outside of his suit, and Penny went to warm up near him.

“Hey kid,” he said, and stopped for a water break. Penny could see the sweat pouring off him, and she started stretching out and warming up for her own workout. “How’re you doing?”

“A little bummed,” she admitted. “I wanted to go on the mission, but Sam didn’t send me on this one.”

Rhodey grinned and took another drink from his water. “You go on plenty of missions,” he said, and dried some of the sweat off his hands and arms with a small towel he kept near his water. “I think Sam wants to keep you from getting overwhelmed. Haven’t you been pulling serious hours trying to keep New York safe from that goblin dude?”

“Green Goblin,” Penny corrected automatically, and started doing a bit of yoga beside the equipment Rhodey was using. “He’s a pain in my ass, but that’s not really something I expect anyone else to care about, you know? He’s throwing bombs and being a dick, but so far the worst he’s done is explode a couple of buildings and make really creepy comments about me when we’re fighting.”

“Creepy comments how?” Rhodey stopped what he was doing to look at her, really look at her, and he set his water down. “Kid, I know you can throw a public bus around, but you’d let us know if someone’s giving you a harder time than you can deal with, right?”

“It’s not sexual,” Penny assured him, and then moved into a plank. “At least, I don’t think so? It’s just that he’s obsessed with me. He says he’s my nemesis and that he’s the only one good enough to fight me, and then he’ll back me into really hard situations. I almost had him the last time we fought, but then he threatened a bunch of civilians and I had to let him go in order to save them.”

“And you made the right choice,” Rhodey said, sitting next to her as she finished the plank. “There’s a couple of superheroes in the city now, and you know there’s a bunch more of us on speed dial if things get too overwhelming, though, right?”

“I do, I do,” Penny said. She was a little touched by the concern, even if she had the scars and the strength to prove she could take care of herself.

“Good,” Rhodey said, and handed her one of his water bottles when she was done with the plank. She hadn’t even come close to breaking a sweat but Rhodey felt duty-bound to try to take care of her, even if just in limited ways. Tony thought the world of this young woman, and Rhodey had made it a mission since his best friend’s death to check in on Penny and make sure she was doing okay. Penny had the same stubborn streak Tony did, after all, but she didn’t have most of his self-destructive habits, and Rhodey wanted to keep it that way.

Penny took a drink and then started her actual workout. She swung around the gym a lot, and she was trying to create new combinations of swings and kicks and swings and punches to help her use more of the momentum she had when she was in the air. Penny was plenty strong, but she was running into an increasing number of enemies who could brush off her punches and kicked, or at very least not fold like a wet paper bag if she didn’t hold back.

Rhodey finished up what he was doing just as Sam came in to check on Penny. Rhodey waved and got up to go talk to Sam, greeting the man with a handshake and a one-armed hug.

“Decided you want her on the mission after all?” Rhodey asked, watching as Penny got to some more advanced forms he hadn’t seen her use in the battlefield yet. “She was a little bummed about that earlier.”

Sam shook his head. “No, roster’s still all full. Mostly just wanted to check in on her, see how she’s doing. Did you know she’s taking 18 credit hours this semester?”

Rhodey whistled low. “Even when I was going to MIT with Tony I wasn’t that crazy,” he said, and looked back to her. Penny ultimately didn’t choose to go to MIT – it was too far from home – and stayed in New York, going to Columbia instead. She hadn’t even wanted to go to Columbia and was going to go to a city college, Empire State University, until her Aunt May told her that Tony had set up a college trust fund that would let her go anywhere without worrying about the cost.

“It’s why I’ve been pulling her back from some missions lately,” Sam said, watching her move. She wasn’t aware of anything below her, and he was glad; if she saw him, she would probably stop, and he wanted to watch her progress a little more. “That, plus some of what she’s been facing in the streets and her course load? It’s a perfect recipe for burnout.”

“Do you know why she’s taking so many courses at once?” Rhodey asked, drinking more water. “Is she trying to prove something?”

Sam shook his head. “I mean, probably, but I heard her telling Banner that she’s trying to double major in chemistry and physics.”

“So the girl has a death wish after all,” Rhodey said, and grimaced. He didn’t bother double majoring when he went through school; aeronautical engineering was hard enough as it was. “I’ll see if I can talk to her, convince her to cut back next semester.”

“Thanks,” Sam said, and checked his watch. “It’s almost time for the team to head out. We’ll see you guys when we get back – should be before midnight, but you know how these things can go.”

Rhodey nodded, and Penny finished her set just to see Sam walk out of the gym. Penny used the wires and lines of the gym to get back down to the ground quickly, but she wasn’t fast enough to catch Sam before he was gone.

“Did he need me for the mission?” she asked breathlessly. “I can still get ready if he’s got another spot!”

Rhodey shook his head. “Nah, he was still all full up,” he said, and got Penny a towel too. “Hey, kid, hit the showers. I wanna grab something to eat.”

Penny nodded, looking a little sad, and Rhodey sighed as she went to go clean off and change. She was going to be amazing, but first they needed to make sure she survived college, and with how much Penny was like Tony, that was going to be a tall order.

**Notes for the Chapter:**

> Thank you to everyone who has commented, left a kudos or a bookmark! It really means a lot to hear from you guys.
> 
> Feel free to reach out to me either here or at my tumblr, princessatthewhitemoon.


	6. Insomnia

**Summary for the Chapter:**

> Penny can't sleep.

A crash.

A scream.

A sob.

A silence.

Penny woke up gasping, her heart beating out of her chest, and shoved her hands into her fists when she got her bearings. She’d woken up from a nightmare, one she’d been having for a few weeks now, and by now Penny knew what the nightmare meant.

She’d barely gotten any sleep tonight, only drifting off at 1:30, and now it was 4:15 and she wasn’t getting any more sleep for the rest of the night-morning.

“Fuck,” Penny said, and left the bed.

As she got out of bed, she made sure not to disturb MJ too much. They’d moved in together during college, when they figured out that Penny’s trust fund meant she could afford her own apartment in between the schools they went to, and by moving in together MJ got to escape from a bad home life.

Living together was an adjustment, but never so much as on these nights, when waking MJ up would mean a conversation Penny didn’t want to have and depriving her girlfriend of sleep she could still get.

Instead, Penny went into the kitchen and got an early start on cleaning and making something for breakfast. They had eggs, bacon, peppers and onions, and so Penny got started on making egg cups for them, trying to make something that would reheat well for whenever MJ woke up.

When she was done with that, Penny got started on cleaning the kitchen, and once she started she couldn’t stop. Every nook and cranny felt disgusting, even though they kept their small kitchen area in pretty good shape. Penny got the Clorox wipes out and wiped down every surface, got every dish in the sink washed and was about to tackle scrubbing out the refrigerator when she heard the soft padded feet of a sleepy girlfriend.

“Babe, what are you doing?” MJ asked, cracking a yawn and blinking as she walked into the kitchen. “It’s 5:30 a.m. You shouldn’t be up yet.”

Penny sighed and dropped the sponge. “I’m sorry, babe,” she said, and stood up off the floor. “I couldn’t sleep, so I wanted to get something done instead of just lying awake in bed. Did I wake you?”

“The smell of whatever’s in the oven did,” MJ said, and opened the oven door. The egg cups were ready, and Penny pulled them out of the oven to cool on top of the freshly cleaned stovetop. “Oh, these are cute! Is that what I was smelling?”

“Yeah,” Penny said, and started putting the cleaning supplies back under the sink. “I’m sorry I woke you up, babe. I wasn’t trying to.”

“The dream again?” MJ asked, her eyes knowing and sad, and Penny had to look away. She leaned against the counter, staring at the floor.

“Yeah,” Penny admitted, rubbing her upper arm. “It’s always the same dream. I’m always too late to save her.”

“I’m sorry, babe,” MJ said, and rubbed Penny’s back. They weren’t really sure how to navigate this space yet, of trying to be there for each other during times like this, and MJ looked just as uncomfortable being the comforter in this situation as Penny was from needing the comfort. “Was there anything that made this really stand out for you? Did she look like someone we know?”

Penny shook her head. “No, no one,” she said, and sighed. “I think – I think it was how quick it was. How there was just nothing I could do. Doc Ock threw the debris and she got caught under it. She bled out in minutes – even if I could have gotten her out from underneath the chunk of building, she still wouldn’t have survived long enough for me to hand her off to emergency services. Her entire midsection… it just got crushed.”

MJ looked faintly sick at the idea of that and rubbed Penny’s back a little more. “Pen, maybe you should talk to someone,” she said. “You can’t keep going on this little sleep, especially if you’re gonna superhero. At least reach out to Dr. Cho, see if she can make you some sort of super sleeping pill.”

Penny shook her head. “I don’t like sleeping pills,” she said. “I don’t want to become dependent on them, and any dose she could make up would run that risk. I – I think I just have to figure this out on my own, MJ.”

MJ frowned. “Figure it out soon, okay? You could get really hurt if you zone out while you’re out there.”

“I know,” Penny said, and she felt guilty. This was why she didn’t want to have this conversation and why she didn’t want to talk to MJ about this. MJ had enough on her plate as it was and Penny didn’t want to be one more thing on top of everything else MJ was already dealing with.

“Hey,” MJ said, and thwacked Penny on the head with a couple of bills that were lying out on a stand near the kitchen. “Stop that. Stop taking on the weight of the world. You’re not Atlas. You don’t need to stand there and be stoic and destroy yourself by trying to be everything to everyone – and you definitely don’t need to be that for me. I’m a big girl, okay? I can legally vote and everything. I have the registration to prove it.”

Penny laughed a little – MJ did, voting was very important to her – and felt herself relax a little. “You’re right,” she said, and MJ rewarded her with a smile. “I’m sorry. It’s a bad habit, and Pepper says I got it from Tony and the other Avengers.”

“Which is not a thrilling sign, since two of the three Avengers who ever got married later got divorced,” MJ reminded her. “And no, we don’t get to count Steve with this, since he gave up the Avengering when he married Peggy in the past.”

“Fair,” Penny said, and went to check the egg cups. They’d cooled down enough where they could be eaten, and Penny popped a couple out of the muffin tin. “Want one or two?”

“Two,” MJ said, and grabbed a spare piece of bacon to go with the egg cup before taking both of their plates to the hilariously-small table they had to eat at. “These really do smell amazing, by the way. When did you learn to cook? I thought you were hopeless in the kitchen.”

Penny shook her head. “No, that’s my aunt,” she said. “I cooked a little with my mom before she died, and then with Uncle Ben before he died. After that, I watched a lot of cooking shows so that we could have things other than takeout every other night. Saved us some money.”

“You were like what, 13 when that happened?” MJ said, looking a little concerned. “That’s really young to be cooking for you and May.”

“It wasn’t so bad,” Penny said, and grabbed her own egg cups, along with some ketchup for the side. “I did dinner a couple of times a week, since Aunt May got some of her meals at the hospital and I got breakfast and lunch at the school. It was always basic stuff, like chicken or spaghetti or something.”

MJ bit into one of the egg cups and grinned. “Babe, this is really good!” MJ went into the kitchen and grabbed another one of the bites before going back to the table. “You should make this more often. It would be so great to have these to walk out the door with when one of us is late to a morning class.”

Penny shrugged, but she liked the idea too. As a superhero, she couldn’t subsist totally on PopTarts and cereal and granola bars. Dr. Cho told her she needed more protein in her diet, and stuff like this would help.

They ate in silence for a little bit, until the coffee was finished brewing, and Penny automatically got up and got herself a very large Avengers mug full of the stuff. She got the creamer out of the fridge as well and then groaned when she realized it was almost entirely out.

“Looks like I’m making a grocery run later today,” she said, and finished the carton. She got MJ a cup as well, but MJ preferred milk in her coffee, not creamer, so there was still something left for her. “I’m gonna study a little bit before that, though. See if I can’t use the time before class.”

“Alright,” MJ said, and kissed Penny lightly on the forehead. “I’m gonna go work on some art for a class. Let me know before you head to class?”

Penny nodded and grabbed her laptop, and MJ took her coffee into the little side-room they had, where MJ kept all of her art supplies and her easels and her canvases.

It was going to be a rough day, but at least they had each other.

**Notes for the Chapter:**

> Thanks for reading! Feel free to leave a comment or come say hi at princessofthewhitemoon.tumblr.com!


	7. Poisoning

**Summary for the Chapter:**

> Penny gets hit by Scorpion's venom during a battle, and she has to call for help.

Penny felt woozy.

She was in a fight with Scorpion, and she’d been doing pretty well to avoid getting got by him, but when she looked down at her costume there was a large gash in her arm.

Well, that explained why there were three Scorpions taunting her now and why her head felt like it was made out of cement.

Scorpion laughed, this horrible, overwhelming sound, and he got away as Penny struggled to get to her feet. Ugh. She finally stood up, but by the time she was standing, she needed to throw up, and she lost the remnants of the hot dog she had before patrol.

“Penny, your heart rate is elevated, and you are having a severe reaction to the venom,” Karen said smoothly. Sometimes Penny wished Karen was real, just so that when Penny got hurt Karen would sound something other than 100% in control of everything. “I am calling The Avengers Tower to see who is available to pick you up and administer medicine.”

Penny nodded absently, forgetting that Karen couldn’t see it, but knowing she would understand anyway. She stumbled away from the small pile of puke and focused on her breathing as she heard the phone ring, but no one picked up.

“Call again, Karen,” Penny gasped, her throat dry as the Sahara. “Please.”

Karen called again, but there was still no answer. Penny cursed.

“Karen, what day is it?”

“Today is March 15,” Karen said, and Penny remembered.

“No one is at the Tower today,” she said, groaning. “Today’s the day the main Avengers went to the United Nations to hammer out some updates to the Sokovian Accords.”

Karen displayed Penny’s vitals inside the suit, and she could see that her body wasn’t doing well. The poison was spreading, and the recommended advice was for her to lie down, with her arm elevated, until help could arrive.

Help wasn’t going to arrive on time for Penny.

“I can call someone else for you, Penny,” Karen offered. “Is there somewhere else you could receive help?”

Penny frowned. Any local hospital probably wouldn’t have what Penny needed to survive this, and Penny didn’t even want to know what the effects were going to be if she just limped home and tried to survive this with the power of her super-healing alone.

“Can you try to raise Dr. Cho directly?” Penny asked. “I can get to the Avengers Tower if someone is ready to catch me when I get there.”

Karen called Dr. Cho and was able to get her on the line. Meanwhile, as Karen and Dr. Cho ‘spoke’, Penny started swinging.

“Penny, I would not advise this course of action,” Karen said. “The physical activity is causing your heart to beat faster, which will spread the poison in your bloodstream faster. You should call a cab and let the cab take you to the Avengers Tower.”

“What, so I can throw up all over the cabbie’s backseat like I’m drunk?” Penny asked, and kept going. “No, I’ve got this.”

She didn’t have it. There was pain racing through her left side, where the long cut from Scorpion’s tail was, and it was getting harder for her to keep a hold on her web-lines as she went. She collapsed on a building about a mile from the Tower, shaking and shivering and unable to see much beyond the rooftop she was on.

“Karen… please call the Tower again… maybe someone got back from the UN…”

Karen tried the Tower again, and this time someone was here. Penny didn’t know who, but someone picked up, and when Penny wasn’t able to focus long enough to answer the questions the person had, Karen took over and described what happened and where Penny was and what condition she was in.

Penny might have passed out during the call, because when she woke up Sam was kneeling next to her with her mask off and a couple of fingers on her pulse point.

“Come on, webs,” he said, picking her up. “We need to get you to Dr. Cho. She’s expecting you.”

Penny nodded numbly as Sam picked her up, making sure to tuck her firmly against him before taking off. The trip to the Tower was short – she was already most of the way there – and he touched down on the helipad less than five minutes after he landed on the roof where she’d collapsed.

Dr. Cho and her team were already there, and as soon as they had her strapped into a stretcher and moving back into the building, Sam turned and took off again. It was probably far too late for him to track down the Scorpion for her, but he wanted to see if he could get a sample of the venom that the Scorpion got Penny with, just in case they needed it.

As Sam was flying, he got a call from Dr. Cho.

“We have Penny stabilized,” she said, “and Penny is resting for now. She’s got a rough couple of days of recovery ahead of her, but she’s going to be fine.”

Sam touched down on a roof – he didn’t know which one – and sighed. “She shouldn’t be in this situation, Doc. She’s like, 18.”

“And legally recognized as being capable of making her own choices,” Helen reminded him. “You all throw yourselves into dangerous situations all the time, Captain. It’s just harder when you realize how young some of the people on the front line are.”

Sam wasn’t a stranger to kids as young as Penny being put in dangerous situations. He’d been that young when he enlisted after 9/11, and so were lots of the people in his basic training. Lots of people in Afghanistan were kids when they touched down in the country, and so were the civilians who either got drafted against them or got caught in the crossfire.

He sighed again. “Doesn’t mean I like it. I should have an age requirement for the Avengers, make sure we don’t get turned into a daycare when I’m not looking.”

There was a soft chuckle over the line. “Careful, Captain,” Helen said. “You’re getting dangerously close to ‘get off my lawn’ territory.”

“They mess it up and they’re making it right,” Sam said, and blinked, because those words could have been ripped right from his mother’s mouth. “Anyway, I can’t find any trace of the guy she was fighting, so I’ll come on back, see if I can learn anything from her. She awake yet?”

“Not yet,” Helen said, “and she probably won’t be for a bit. When she does, she’s likely going to have one hell of a headache from some of the medications we had to use, so she might not be in the best place to answer a lot of questions.”

“Noted,” Sam said, and got back in the air. “Keep an eye on her and let me know if there’s anything else that happens before I get back.”

“Will do,” Helen said, and the line clicked as she hung up.

This wasn’t the day Sam wanted to have. The UN had been a massive pain in the ass, especially in regards to the Avengers who hadn’t originally signed the Accords, and the Avengers had gotten into a little bit of trouble earlier that month because they’d responded to an emergency without being asked to respond. Considering there had been multiple building-destroying explosions in the Financial District, near where the Towers went down and near Freedom Tower One, no one was that angry about the Avengers’ decision to help out, but the UN was frustrated that the Avengers didn’t follow protocol.

And just after that, he’d gotten the alert that Penny was down. There was always supposed to be someone watching the emergency line, but apparently a decent contingent of them being summoned to the UN interrupted the schedule. It was supposed to be Rhodey, but Rhodey had been summoned, and the person next on the list – Scott – had been taking care of Cassie for the weekend.

Sam would work on making sure the handoff was better later.

As it was, when he got back to the Avengers’ Tower he went to the medical area and found a chair near Penny’s bed he could sit in. She was pale and there were IVs going into her, administering the anti-venom as well as other supportive medicines that would help her healing ability recover faster.

“You gotta take better care of yourself out there, webs,” Sam said, frowning as he pulled the sheets up over her. He knew she got cold pretty easily. “Today was way, way too close.”

**Notes for the Chapter:**

> This was written in part as a response to a scene from the Spider-Man PS4 video game, which had a scene where Spidey gets hit by Scorpion. I absolutely adored the game -- in fact, I ended up guessing some of Spidey's quips before the game said them -- but the game establishes through its locations that there are plenty of superheroes in NYC at that point, so there are plenty of people a hurt Spidey can call for help.
> 
> As always, thank you to everyone who leaves a comment, a kudos or a bookmark! It really means a lot to me. Also feel free to say hi to me on tumblr, where I am princessofthewhitemoon!


	8. This Is No Time To Fall Asleep

**Summary for the Chapter:**

> Penny meets a potential new ally and gets a warning while finishing up a mission with her team.

“Hey, hey, this is no time to sleep,” Penny said, leaning down to shake some of her fellow heroes.

They were waiting for a pickup after a covert mission in another country. The mission was UN-sanctioned, and it was against HYDRA, investigating a string of bases in Eastern Europe. They’d hit four in three days, and because of the speed they’d hit everything, Penny couldn’t say for sure if they were in the Czech Republic or Slovakia with any certainty.

Their extraction helicopter was supposed to be there at any time, and as Penny looked around, she realized she was the only one still awake for it. That… wasn’t right. Barton should have still been awake, and so should Bucky and a couple of the other heroes on the mission. It didn’t make sense that they were asleep when she was awake. They were all much more trained than she was, after all, and it hadn’t been that long since the last HYDRA mission. Surely Bucky, at least, would still be awake?

She shook him a few more times, throwing caution to the wind as she was getting progressively more and more freaked out. “Guys?” she asked, knowing that it probably wasn’t the best thing to do to wake a Soviet-trained assassin from what looked to be a deep sleep. “Come on, I thought I was supposed to be the one who passes out after big tests. It’s not finals week yet. Wake up!”

And yet everyone continued to sleep soundly.

Penny frowned and tried to contact their ride, see how far out it was and when she could expect it. Nothing.

Well, this was shooting straight from ‘creepy’ to ‘suspicious’.

Penny wracked her brain trying to think if there was anything that separated her from the others, any reason why she was awake and the others weren’t. Everyone was still alive, and their pulses were good – it was just as if they were all in a very deep, very peaceful sleep.

“Guys,” Penny said, going to shake Barton and then Wanda, “guys, please wake up! I can’t protect all of us. I can’t get everyone to safety just by myself.”

Nothing. Not even a groan of awareness.

Penny’s breath caught in her throat and she backed away from her teammates, tears in her eyes. “No, this can’t be happening,” she said, terrified, and held her head in her hands. “No no no, come on. Think, Penny, think. You can’t lose your head yet. Everyone still needs you.”

“Trying to keep your cool during a stressful period is an admirable trait,” said a strong, calm voice, and Penny’s head whipped around frantically to see the source of it. “Do not fear, young Spider. Your friends are not in danger.”

Penny blinked and then gasped as a figure came out of the woods around them and into view. The woman was older, mysterious, and she was covered in a long dress with what seemed to be a spider on the front. Her eyes were covered, but she was walking right towards Penny, and Penny stood up and backed away a few paces, until her back was entirely against a tree branch.

“Who are you?” Penny asked, feeling her heart beat out of her chest. “What did you do to the other Avengers?”

“Nothing that will harm them,” the old woman said, and Penny shivered involuntarily. She could tell the statement was meant to be reassuring, but Penny remembered that they were in old, deep woods, the kind of forest that had seen millennia, and her mind jumped to all sorts of old fairy tales and horror stories. “Relax, child. I don’t mean them or you any harm.”

“Who are you?” Penny asked, her guard still up. “I’m sorry, I don’t mean to be disrespectful…”

The old woman waved it away. “You’re smart,” she said. “I’m not sure I would trust me if I was in your situation. Nevertheless, my name is Madame Web, and I’m here to warn you.”

“Warn me?” Penny repeated, feeling less intelligent by the minute. “About what?”

“When you get back to New York, two people will approach you – friend and foe. You must figure out who is who. A great evil is coming, and the Avengers must rise up to meet the threat, but they’ll only be able to do so if you are diligent and brave.”

“How do you know this?” Penny pressed, still not totally convinced about the woman’s intentions towards her – or what was going on. “What do you mean, a great evil?”

“I am a clairvoyant,” Madame Web said, “and I’m appearing to you in this form because it’s important you hear this message now. You and your friends have done the world a great service this week, but in doing so, you have unleashed a chain of events that could undo everything you’ve wrought in your mission to destroy evil’s strongholds and bring the wicked to justice.”

Penny’s head was starting to hurt. “What about the great evil, though? What are you talking about?”

Madame Web pursed her lips, but she gave Penny a kind look. “I have said all that I can say,” the older woman told Penny, “for just as you are bound by fate, so am I. Watch carefully, Spider-Woman, so that you do not fall into the clutches of your enemy. Be clever, be strong and be brave.”

The older woman disappeared, fading into the dark of the forest, even as Penny cried out to keep her there, to ask her more questions. Soon, there wasn’t a single trace that anyone had visited their section of the forest and the other Avengers started waking up.

“What happened,” Bucky asked, the first one to reach full awareness. “Why – did we all fall asleep? What the fuck?”

“I did,” Sam responded, sitting up and looking around. “What time is it? Shouldn’t the transport have been here by now?”

Penny frowned, staring at the space where Madame Web had been, and Wanda followed her gaze. “Penny?” Wanda asked, a note of confusion in her voice. “Is something wrong? Did you fall asleep too?”

“No,” Penny answered, “I stayed awake… and either I just experienced the start of a Grimm fairy tale or I’m going to be the mother of a brand-new religion. And I know I’m shit at being observant, especially when it comes to kosher, but I really don’t want it to be that second option.”

That snapped everyone’s attention to Penny. Sam and Bucky were at her side immediately.

“The fuck are you talking about, kid?” Bucky asked. Penny, to the best of her ability, described what she just saw, and the two older men blinked back at her.

When she was done talking, Sam groaned and started massaging his temples.

“Rogers, next time I see you I’m beating your punk ass into the ground for making me deal with this shit,” he muttered. “I don’t care that you’re 105.”

Wanda, for her part, just looked confused. “I have never heard of such a woman before,” Wanda said, “not in any country’s mythology. I don’t think you saw a spirit here tonight, Penny.”

“She said she was a clairvoyant,” Penny remembered, and grabbed a piece of paper and a pencil out of her supplies. Her drawing ability was never that good, but she tried to put down everything she remembered about the woman and what she looked like – including the way the light seemed to form a spiderweb-like configuration around the older woman.

“And she was the one who put us all to sleep?” Wanda asked, looking at the drawing closely. “That… is a lot of power for any one person to have. Especially if she can also see the future.”

Barton came back into the clearing. “The transport touched down not far from us,” he said, and gestured to the way he came. “Come on. They’ve been waiting there for a while but they haven’t been able to reach us on comms. The sooner all of you lazy asses get on board, the sooner I can go home to my kids.”

Penny still looked unsettled, but she and the rest of the team gathered up their stuff and jogged to where the helicopter was. As they got on board and strapped in, Wanda took the opportunity to try to reassure Penny.

“Whoever she was, it sounds like she did not mean you harm,” Wanda said, “and I do like getting warned before I face off with great evil.”

“I do too,” Penny said, as the chopper started lifting off, “but my favorite thing is when great evil takes itself out through a bunch of inter-organizational conflicts and leaves all of the rest of us out of it.”

“Amen,” Sam said, and scanned the drawing Penny made. “Well, whatever it is, we can examine it more when we get back to base. Good job out there, people. This was a mission well done.”

**Notes for the Chapter:**

> Sorry, this chapter was pretty low on whump! I think with this chapter I was aiming for more of 'creepy' than 'whumpy', and it shows.
> 
> Madame Web is a figure from the comics that I've always loved. She would occasionally show up to mess with Spidey and give him a nudge in the right direction, so I borrowed her to give Penny a nudge here. 
> 
> As always, thank you to everyone who has left a comment, a bookmark or a kudos! I love hearing your thoughts on my writing. Feel free to reach out to me here through the comments or at my tumblr, princessofthewhitemoon!


	9. Buried Alive

**Summary for the Chapter:**

> Penny gets help to deal with some of the issues she developed after a building fell on her.

Penny had been working so, so hard on her claustrophobia. Since the Avengers became aware of it, they had gotten her hooked up with a therapist, and she’d been working a little on the psychological factors that came with her phobia. The fear of being crushed, of being alone, of failing and not being enough, and the physiological issues, the feeling of not being able to breathe, the inability to think if she felt like she couldn’t move.

For all that she had been working on her issues, though, she didn’t feel like she was making much in the way of progress.

That’s why she’d been referred to a SHIELD psychologist – with all of the elevators and small spaces in the city, claustrophobia was an impediment she couldn’t afford. Elevators were hell for her now, as were subways, and having the phobia left her open and vulnerable to it being targeted and used against her by a villain.

Penny waited a while before she contacted the SHIELD psychologist on the card Director Fury gave her, but eventually she pulled up enough nerve to go see her. Dr. Booth, an unassuming woman in her late 40s with streaks of grey in her dark-brown hair, according to the information Penny had been given.

Her office was in the city, in what looked to be a structure built in the late ‘70s. Apparently there were a lot of SHIELD support services based out of that building, and as Penny walked through the long, kinda-creepy halls, she wondered what other services people were providing in the building. Did SHIELD have its own nutritionist on staff? What about a yoga teacher?

Dr. Booth’s office was down near the end of the hallway, and there was a back door near the office. Penny knocked on the glass and was almost spooked when the door opened quickly.

“Come in,” Dr. Booth said, and welcomed Penny into her office. It had a lot of soft, warm tones, and there was an overly-stuffed couch inside the room meant for therapy. As Penny walked in, she saw the couch had what looked to be a handmade crocheted blanket over the middle, with two sunflower-yellow pillows on either side of the couch. There were books along cases that covered one wall, but the cases also had stuffed animals and cute little photos and drawings and sculptures on them.

So, almost exactly like the therapist Penny had seen for a while after Uncle Ben died.

The first few sessions were just like previous therapy Penny had had. Dr. Booth seemed nice enough and Penny wasn’t there to rehash old issues like her guilt complex (she was working on it), her anxiety (she had calming exercises for it) or her depression (which she had mostly handled). She just wanted help with her claustrophobia.

They worked on it for a while. Dr. Booth suggested a couple of different types of therapy and they worked together to figure out what type would be the best for Penny. Medications were hard for her, both in terms of adapting to her body chemistry and in terms of her having a consistent enough schedule for her to remember to take pills every day at the exact same time, so they steered away from that and towards talk therapy and cognitive behavioral therapy.

“Could you tell me about a situation where you feel a little bit of fear, but it feels mostly manageable?” Dr. Booth asked, handing Penny a bit of hard candy she could suck on while she was thinking. Penny unwrapped it and nodded.

“Being in an elevator for a short ride,” Penny said, “especially the one at Stark Tower. It’s big and quiet and fast, so I don’t usually have that much time to be afraid.” She was quiet for a little bit, thinking about it as the candy took some of the sting off. “Usually I only get worried if there are a lot of people in there or it’s just been a really bad day.”

“And are there things that tend to make this better?” Dr. Booth asked. “Do you ever listen to music or make lists in your head?”

“I’m always listening to music,” Penny said, smiling. “Mr. Stark rolls his eyes and wonders why I don’t listen to classic rock or something. I mean, I do, sometimes, just never when he’s around, you know? I like to tease him a little.”

“Awesome,” Dr. Booth said. “Okay, so do you ever listen to music on elevators, then? Or other places where you get scared?”

Penny nodded. “Almost all the time,” she admitted. “It helps ground me. If… if I can hear music, that means there aren’t any buildings falling on me. It means I’m not getting run over by a train.”

Dr. Booth smiled – apparently, Penny said something right. “Can you apply that to other situations? Like going on the subway?”

Penny nodded again. “I do,” she said, and started messing with her jacket. “It just… it doesn’t always work. The more people there are, or the smaller the space, the harder it is to focus or even just breathe. I need the space to move around, and the less space I have to move the more it feels like I’m back there.”

Dr. Booth wrote something down in her notepad. “That’s definitely understandable,” she said, “and it’s a very reasonable reaction. Being trapped the way you were – well, I can see why you would feel nervous or scared when something reminds you of that, even subconsciously.”

Penny sat quietly, still sucking on the candy that was slowly getting smaller. Her anxiety was definitely not great when she talked about stuff like this, or how being trapped under that amount of concrete and rebar and rubble messed with her head, but there were lots of little things that helped. The taste of the candy reminded her that there wasn’t dust in her mouth or on her face, and the couch reminded her that there wasn’t anything digging into her back.

“Would the subway be the next level up, then?” Dr. Booth asked.

Penny shook her head. “Being trapped a little too long in a hug is,” Penny said. “I can’t do hugs where someone is holding down both of my arms anymore. I have to have one arm outside of the hug, or else I start panicking a little.

Dr. Booth wrote something else down and set her notebook to the side a little. “Is that rule for everyone?” she asked. “For example, you’ve mentioned a lot of really strong supporters in your circle – your girlfriend, MJ, your best friend Ned, your aunt, Tony – do hugs from them trigger the same response as a hug from someone you might not know as well?”

Penny had to stop and consider that. “MJ doesn’t give me those types of hugs,” she finally said, “and neither does Ned. The only people who give me those types of hugs who I’m really close to are Mr. Stark and Aunt May, and I don’t usually wig out on either of them.”

“How do you feel when they give you those kinds of hugs? Is it restricting?”

“No,” Penny said, and smiled a little. “It’s comforting. If they’re giving me a big, long hug like that, it means they’re worried or they’re scared or I am and they want to reassure themselves, me or both of us. Aunt May has been giving me those hugs for ages, but it’s only since the Snapback that Mr. Stark gives me those kinds of hugs too.”

Dr. Booth smiled and wrote something else down. “So to me it sounds like the issue isn’t actually constriction – not all of it, anyway. It sounds more like you have the most problems when you’re being constricted by something or someone you don’t trust.”

The idea was solid, but Penny still frowned a little. “I… I can kind of see that,” she started, “but how am I supposed to trust something like a subway or an elevator? Or a giant pile of concrete that’s threatening to crush me like a – well, like a spider?”

Dr. Booth sat forward, setting the notebook down, and folded her hands in front of her. “Maybe in those situations, you don’t need to trust the inanimate objects but yourself. Penny, you’re an incredibly strong young woman, and you were the one who rescued you from the collapsed building. Do you think you might not be able to do it a second time?”

Penny sighed and ran her hands through her long brown hair. “It’s not that,” she said. “I – even though I did it, I spent a long time under there. I thought I was going to die. I didn’t have any backup, I didn’t have any special gear and I didn’t know I could lift that much. What if… what if next time, I’m all alone again, but the thing that crushes me just crushes me? What happens if there’s a sharp piece of rebar that hits me and I can’t lift it off me?”

The piece of candy Penny had been sucking on was almost entirely gone, and Dr. Booth offered her another one without asking.

“From everything you’ve said about your work, Penny,” Dr. Booth said, “that’s a realistic concern, but one I think you and Tony have both taken a lot of pains to prevent from happening again. Your suit – it has an emergency beacon now, right? As well as the ability to call for you if you can’t make that call yourself?”

Penny nodded.

“And you have been working on your relationship with the other Avengers, correct? If you had similar concerns about a weapons dealer attacking a shipment of precious cargo, they would listen to you and include you in the plans to prevent that from happening?”

Penny nodded again.

“I’m not going to pretend your fears or worries are unfounded. Penny, you have an extremely dangerous job, and you’ve already faced so many dangers in your short career as a superhero. That being said, you’re also an incredibly smart girl, and I think you’ve been taking a lot of precautions to make sure you don’t end up in the same situation again. I think you have been protecting yourself better than you give yourself credit for, and that your precautions will work better than you think they will.”

Penny looked pensive at that, and Dr. Booth let her sit and consider that for a while.

“I’m sorry, but that’s the end of our time today,” Dr. Booth said. “Will I see you again next Friday?”

Penny nodded and gathered her things before heading out, still thinking about what Dr. Booth said.

Huh. She hadn’t really thought about it from that angle.

There was still a long way to go, but when Penny got back on the subway, her earphones on as she listened to a new Taylor Swift album, she felt a little less buried alive.

**Notes for the Chapter:**

> This might not be 100% accurate but I've been to therapy a couple of times in my life, and for something like how I see Penny's claustrophobia, I think therapy would definitely help our girl.
> 
> As always, thank you to everyone who commented, gave kudos or has bookmarked this story! I appreciate every single email ao3 sends me. I'm also at princessofthewhitemoon on tumblr.


	10. I'm Sorry, I Didn't Know

**Summary for the Chapter:**

> An adult Penny and Tony have a talk about her future with the Avengers and what her choices can be when she finishes grad school.

Penny was not doing well.

She and MJ had been having problems. It wasn’t either of their faults, but they were both going through incredible stressful periods of their lives – MJ was becoming more of an activist through her art, trying to break through into the art world, and Penny was going through a hard time in her master’s degree.

The pressure got to them both and made them both snippy. Penny was now sleeping on the couch because MJ told her if she couldn’t come to bed at a normal time, she shouldn’t wake MJ up by being super cold when she came in, and Penny responded to that with a snide remark at how Penny’s skin might be cold, but MJ’s attitude was way frostier, and then MJ cursed Penny out and blockaded herself in their room with loud grunge music playing on high.

That volume of music hurt Penny’s ears, so she left and went back out on patrol, deciding to leave homework for a time when she wanted to scream less. She was halfway through midtown when she got a message from Tony.

“Hey, Pen, mind coming by the lab?” he asked. “I’ve got something new I want to show you. Might incorporate it into your next suit upgrade.”

“Sure, Dad,” Penny said, grateful for something that she could use to distract herself. “I’ll be right over.”

She swung over to the Tower and was there in 15 minutes. From the landing pad on the top of the building, she went into the kitchen, where she got herself a water bottle with lemon pieces floating in it before getting into the elevator and hopping down to where Tony’s lab was.

“Hey, kiddo, get in here,” he said, and Penny walked in to see Tony project a bunch of documents and images in the air. “I was thinking we could add some armor to your suit, since you’ve been facing tougher enemies lately. With nano-tech, we could make it so the armor only comes out when you need it, so it should be light enough to not mess you up and you can keep the flexibility you like so much.”

“It’s kind of essential when I’m doing flips 50 stories up,” Penny said, smiling. It was an old argument – Tony didn’t see why she wanted the suit to stretch as much as it did, but Penny enjoyed being able to move and flex and show off a little when she was flying through the air. Moreover, she didn’t need to be able to take a punch (though she definitely could) if she never let it hit her in the first place. “The nano-tech looks cool, though.

“So I’m putting it on? Cool,” Tony said, and pressed a few buttons in mid-air. “Good. This means next time you take a hit from the Rhino you might not have to spend a week in the hospital wing with Helen chewing you out for taking so much damage.”

“Dr. Cho doesn’t chew me out,” Penny said, laughing a little. “She just… makes strongly-worded suggestions about how I can better protect my health, and I try to implement them when I can.”

“Uh-huh,” Tony said, and with a swipe of his hand the nano-tech displays were down and he was looking back to Penny. “Well, that wasn’t the only thing I wanted to talk to you about, but it was the fun thing. Mind if I get a drink too?”

Penny shrugged, as if to say ‘go ahead’, and Tony went to a fridge that was stocked with a bunch of his favorite smoothies. He grabbed one and went over to a table, with Penny following and sitting down near him.

“You know how Wilson is retiring, right?” Tony asked, and Penny nodded. “There’s some talk among the Avengers that you should be the next leader.”

Penny choked on her water, and she needed several minutes to regain her breath.

“You okay, Pen? I don’t want to be the one who finally killed Spider-Woman,” Tony joked.

“I’m fine, I’m fine,” she said, and cleared her throat. “I’m sorry, I thought you just said that the Avengers were thinking of making me the next leader.”

“They are,” Tony said. “You’ve been doing this for more than 10 years, kid. You’ve got plenty of experience, and you don’t take shit from Fury. You get along with just about everyone, Avenger and otherwise, and you’ve got the smarts and the know-how to make strategic plans and get people through battles. What part of this is a no?”

Penny shook her head. “Dad, you have me all wrong. I like to patrol on my own. Sure, I’m always down for a team-up, but leading people through battle? Making decisions that affect the fate of the world? I don’t know about all that.”

“You make those decisions anyway every time you keep Doc Ock or Green Goblin from blowing a new hole in the city,” Tony responded. “Do you know how many embassies are in New York City? You, on your own, have prevented probably 13 wars on your own by making sure that diplomats didn’t get murdered, and by making sure people had the ability to get out of explosive situations with time to spare. You saved the entire U.N. twice. And what do you call your work with the newer members of the team? Kate, Billy, Tommy, America, Kamala, RiRi – all of them have been personally guided and trained by you.”

“They needed someone in their corner who understood what it meant to be young and be a hero,” Penny said, and sighed. “Dad, are you serious? The timing on this really couldn’t be worse.”

Tony frowned and scooted a little closer to Penny. “What’s going on, kiddo?” he asked. “Problems with grad school?”

“Among other things,” Penny said, and took another sip. “MJ and I have been fighting. It’s nothing serious, but it’s just both of us under a lot of pressure and blowing off some steam at the wrong time.”

“I’m sorry,” Tony said, sympathetically. “I didn’t know.”

Penny smiled a little sadly. “You wouldn’t unless I told you. I don’t tend to air my dirty laundry, and it’s just a rough patch. MJ and I will get through this.”

Tony nodded and sipped his smoothie. “And you’re on your what, last semester of grad school?” he asked, and Penny nodded. “I have an idea. Wilson stays on a little long – still retires this year, like he wants to, but he steps down after you have your degree. You come work for me, and I give you the time you need to lead the Avengers when you need it.”

“Dad, leading the Avengers is a full-time job,” Penny said. “There’s a reason why Sam stopped being a therapist when he became the leader. If I’m going to be the leader, I’m going to need to put all of my time and energy towards the team – and I’ve worked so hard on my degrees. I want to be able to use them!”

“So use them here with me in the lab,” Tony replied. “You won’t have to be the leader every minute of every day. And you’ll have plenty of help, any time you need it. What do you say?”

Penny frowned and rolled her head back, leaning against the back of the chair. Most of the original founding members had retired, but there were some older members – Ant-Man, Dr. Strange, the new Thor, Bucky, Spectrum – that were still hanging on. Carol kept her eye on the planet when she could, and the Guardians of the Galaxy did too, but they only tended to come around when things were really bad.

“I’ll think about it,” Penny finally said. “I need – I need some time to really figure out if I can do this.” Tony was about to say something, but Penny fixed him with a look she learned from Pepper and he stayed quiet. “I know you think I can, but I don’t know. I don’t have a lot of leadership chops, and I would be putting my career on hold to do this. Besides, I need to talk to MJ about something this big. I can’t make this decision on my own, not when it affects us both.”

“Well, that’s a remarkably mature answer,” Tony said, “and you don’t have to decide anything now. Wilson’s not retiring for at least another six months, so you do have some time to think about this. Just get back to us sooner rather than later, okay?”

Penny nodded, finished her water and groaned. “I feel like you cheaped out on this conversation,” she said accusingly. “You definitely should have gone all out trying to convince me. At least you could have tried to bribe me with a burrito or something.”

“Alright, Hungry Hungry Caterpillar,” Tony said, chuckling. “I get the picture. Friday, get us two? I’m kinda peckish too.”

Questions and what-ifs were going through Penny’s head as she turned over and examined the idea of her being the leader of the Avengers, and she knew Tony could probably tell. When Tony went to get the burritos, Penny texted MJ that she was sorry and that she’d be home soon.

This was going to change both of their lives. Penny already knew because she was leaning towards saying yes.

**Notes for the Chapter:**

> I have a serious problem with the fact that Marvel won't let its biggest stars age and retire and step back. Spider-Man, in the comics, has been stuck at 24-28 for about 30 years now because letting him have too many adult milestones -- like hitting career goals, having a kid or taking on leadership responsibilities -- would mean letting the character develop. Characters that aren't Spider-Man can age up and retire, like Logan and sometimes Steve, but until Into the Spider-Verse I had never seen a mainstream depiction of Peter Parker that was not an attractive young man somewhere in his mid to late 20s.
> 
> So yeah. Penny Parker gets to grow up and face big choices, and the main cast gets to retire and rest.
> 
> Anyway, thank you for reading, and thanks to anyone who left a comment or a kudos! I really appreciate all of you.


	11. Hallucinations

**Summary for the Chapter:**

> Penny gets slipped something at a party and she has a bad time.
> 
> (tw: unintentional drug use and depictions of a K-hole, but no sexual assault)

Everything was hazy and weird, and Penny could feel her heartbeat.

That wasn’t good. She wasn’t supposed to feel her heartbeat.

Nothing – nothing felt real, not even her heartbeat. Her mouth was weird and her tongue felt uncoordinated, like she wouldn’t be able to fix it to speak if she wanted to. Penny couldn’t think, and there was something dark and foreboding in the background of her vision.

No, wait, it’s even worse. The dark and foreboding thing is _growing_ , it’s _consuming_ the room and Penny can’t even will her muscles to stand up and get away from whatever that horrible thing was. It’s spreading across the room, it’s almost to her feet, she’s panicking but she can’t seem to breathe right, it’s all going wrong –

And now the thick, black goo is at her feet and ankles and it coated them as the room began to fill. The goo was slimy and cold and paralyzing, and for some reason the more there was the less Penny could fight it. She was stuck there frozen as it came up to her knees, and then waist, and then her chest, making it harder and harder for her to move and breathe and think.

The goo kept flowing into the room and Penny felt it touch her shoulders and then her chin. Her nose was tilted up, but there was nothing for it – even with her nose tilted up, she couldn’t escape the goo. It covered her nose and lips and she passed out, scared and alone and unable to defend herself.

Penny woke up sometime later, which was the first surprise. Her head was pounding and when Penny opened her eyes, she saw she was in Avengers Med, which was another surprise, and that there were IVs attached to her arm. Penny tried to sit up in bed and gasped at how terrible the rest of her body felt, which woke up someone sitting next to her.

“Hey, Pen, you awake?” Tony asked, concern writ large on his face. “Penny?”

“Did you get the number of the truck that ran over me?” Penny asked, dropping back into the bed. Tony hit a couple of buttons on the side of the bed, and while one of them was almost certainly to get Dr. Cho in the room, the other helped adjust her bed until she was mostly sitting up.

“Thanks,” Penny croaked, and Tony flashed her a tight smile.

“No problem, Underoos,” he said, and Penny looked at him, really looked at him. “Do you know what happened to you?”

“I – kind of?” Penny said. “I was at a party… I think? MJ and I were invited, and we wanted to blow off stress from finals. We wanted to have a drink or two and unwind, stuff like that.”

Tony still looked murderous. “Oh, you had one hell of a drink. You got dosed with enough ketamine to kill a horse. The only reason you’re still alive is because MJ found you and brought you in. She’s sleeping in another room, by the way.”

Penny didn’t know what to make of that. “I – what?” she asked, confused. “MJ — MJ made my drinks. Both of them. Sure, I asked her to put a little vodka in them, but all I had was vodka and soda. Because I’m 21 and I legally can. We were gonna take the subway home after the party, so I figured it was okay to drink a little.”

Tony blinked a couple of times. It looked like his anger was going down, but he was still on edge. “So you didn’t try the ketamine yourself? You didn’t put it in your own drink?”

“No, of course not,” Penny said. “I knew there were drugs at the party, but I thought that meant the weed smell I got off the people on the balcony, not… not ketamine. I just wanted to blow off some steam with my friends and my girlfriend, not get into anything serious.”

Tony blew out a harsh breath and seemed to crumple into himself. “I shouldn’t have – I shouldn’t have made that assumption,” he muttered, “of course this isn’t you. Of course you wouldn’t do something like that. You were just talking to Morgan about how you’ve seen drugs mess up peoples’ lives, of course you wouldn’t try K recreationally…”

Penny frowned. “You thought I did it to myself?”

“It was a possibility,” Tony admitted. “Listen, kid, you’re under a lot of pressure. You’ve got a lot going on, and I remember what those parties are like. Someone comes up to you with a pill or a powder and they say it’ll give you the best experience of your life, knock some stress off, and you’ve been so buried under so many things for so long you say yes. I had my first hangover at 14 after an MIT party where someone gave me my first dose of LSD, so yeah, it was possible you’d gone down the same route.”

Dr. Cho came in then, and she took Penny’s vitals while checking on her neurological functions.

“You’re incredibly lucky,” she said, stopping the saline solution that helped flush the ketamine out of Penny’s system. “If anyone else had gotten the dose you did, I’m not sure they would have survived long enough to get here. As it was, you were in a really bad place when MJ called in the emergency.”

Penny frowned. “I would apologize if I had any idea how it ended up in my drink,” she said. “At least, I think it was my drink. I didn’t eat anything at the party.”

Dr. Cho’s face immediately morphed into a sympathetic expression. “Well, it’s out of your system. It would probably be best for you to stay home from parties like that in the future, though, sweetheart. Another dose like that and you can have some serious long-term side effects that none of us want for you, okay?”

Penny nodded numbly. Dr. Cho and Tony talked for a bit, but it was hard to focus on what they were saying when Penny was trying to put together what kind of night she’d had and what had almost happened to her. She remembered bits and pieces, including that her drink tasted incredibly bitter, but she thought that was just because the party had the cheap, shitty vodka that took twice as much soda to make taste halfway decent.

Dr. Cho left and Tony reached out for Penny’s arm, holding her hand. Penny’s attention was back on him and she felt even more exhausted than when she woke up.

“Hey, kiddo,” he said, and squeezed her hand. “How are ya holding up?”

“I want MJ,” Penny replied, her voice small and unsure. “I thought the party was safe. There were a lot of people we knew, and we knew the owners of the house. Dad, you have to believe me, I didn’t do this on purpose –”

“I know, Penny,” Tony said, and squeezed her hand again. “I do. You… aren’t me, and my mistakes aren’t yours. I’m sorry, Pen, I shouldn’t have jumped to conclusions like I did. I should have given you the benefit of the doubt on this one.”

Penny nodded, feeling very fragile. She wasn’t sure what she would have done if Tony had kept believing she’d chosen to take the ketamine, but she was grateful both Tony and Dr. Cho believed her.

“Hey, Dad,” Penny started, “what – what time is it? I kinda want to see MJ, but if she’s just gone to sleep it can wait.”

Tony shook his head. “I’ll wake her up,” he said, and got out of his chair, joints popping like he’d been watching her from that seat for hours. “She asked me to wake her up when you woke up anyway, and it’s almost breakfast time. I’ll go order something for everyone.”

Penny nodded and he left. A few minutes later, MJ came in, and when she saw Penny awake she ran to the bed and sat down in the chair Tony had just left.

“Penny, don’t you ever do that to me again!” MJ said, anger and worry leaking out of her voice in equal parts. “You scared the shit out of me! I’m too young to be a single mother to all of the plants you haven’t managed to kill yet.”

Penny laughed a little. “You would be a great mother to our plants,” she said, and reached out for MJ’s hand. “Hey, babe – I’m sorry I scared you. I didn’t mean to – I didn’t put that shit in my own drink.”

MJ took a deep breath. “I know, love,” she said, and held Penny’s hand close to her face. “I know you didn’t. Your dad thought you did, but I was the one who got both our drinks. At one point, you set your drink down for a moment to check your phone, and I was watching it but I guess I wasn’t watching it close enough. I’m so, so sorry.”

Penny scooted over in the hospital bed. It was made to accommodate people like Thor and Captain America, so there was plenty of room for two thin college-aged girls to be in the bed at the same time.

“It’s not your fault,” Penny said, “and it’s not mine. It’s the fault of whoever decided to drop not just K but that much K into my drink. I’m okay now, alright? Or at least I’m going to be. You got me help and I’m okay.”

MJ nodded and kissed Penny lightly. “I never want to be in this situation again, webs,” she said, and curled up in Penny’s arms. “How about any future parties just include us and a couple of close friends in our apartment, and we have a couple of drinks, some pizza and play a board game or two? Maybe some video games?”

“That sounds amazing,” Penny said, and they stayed there together, even when Tony came back up with breakfast. What Penny experienced when she was drugged was going to mess her up for a while, but at least moments like this would help her relax and recover from it.

**Notes for the Chapter:**

> I've never been the person this happened to at a party, but I've been on MJ's side, where a person you came with got drugged and there's a panic while you try to figure out if they're okay and you take care of them or try to get them help. It's legit terrifying.
> 
> Anyway, thank you guys for being such amazing readers! I love hearing your thoughts in the comments. Feel free to talk to me here or at my tumblr, princessofthewhitemoon.


	12. "Who Are You?"

**Summary for the Chapter:**

> Penny is one of the first responders when a new, unfriendly race of aliens touch down in Central Park.

Penny was doing patrol near Central Park when she saw a spaceship touch down from the sky. It was large, but not as big as the space doughnut she took a ride on when she went to Titans, and she called it in as an all-hands-on-deck emergency as soon as she saw it. Even if whoever was flying the plane was a friendly species, she needed Captain America and some field representatives to make first contact.

It was going to be a few minutes before Cap could make it to the park, though, so Penny was given permission to keep an eye on the visitors and make sure nothing got out of hand. She swung into the park using the trees when and where she could and ran on foot when there wasn’t anything to swing off of. Penny made it to the ship just as it opened up and hopped into a tree to observe and send video back to the Avengers.

There was a small delegation of beings who came out at first. They were metalloid, robotic-like creatures, close to what the minions of Ultron looked like, and then scanned the immediate area around them. Penny hid behind the tree she was in to avoid the scans, but she knew she was unsuccessful when a synthetic voice called out to her.

“Who are you?”

Figuring the gig was up, Penny dropped down from the tree and walked into the clearing the aliens made when they landed in the park. “My name is Spider-Woman,” Penny said, hands in front of her to indicate that she came in peace. “I am a human being, and this is the planet Earth. Who are you?”

“We are the Phalanx,” one of the aliens said. “We are exploring the galaxy looking for races who are worthy of becoming part of our collective.”

Collective… oooh, Penny didn’t like that word. It reminded her too much of the Borg. Still, she was mildly impressed that she could be understood by them, and that they could understand her. Maybe there was some sort of universal translator thing going on? A technological babelfish?

“I am a protector of this planet,” Penny said, “but I am not the leader of the protectors. The leaders you should speak to are on their way. We did not wish to make you wait very long to talk to someone, though, so I was asked to speak to you until they arrive.”

“The specimen knows the value of order and obedience,” one of the aliens said to another. “This bodes well for their society.”

Okay, Penny really didn’t like that, and neither did Tony, who was watching the feed.

“I’ll warn Cap what he’s walking into,” Tony said, and Penny could hear him send a message off to Cap. “Keep your eyes open and your wits about you. Last time a member of an alien race started talking about order and obedience, the island of Manhattan almost got turned into a crater.”

“No pressure, then,” Penny responded, and heard Tony chuckle slightly in response.

Captain America and a couple of other heroes – Dr. Strange and Black Widow – dropped down from a helicopter, and they all stood in front of Penny.

“You can continue on your patrol, Avenger,” Captain America said, and Penny saw Steve give her a signal. She was to drop back into the woods and monitor from a safe distance.

Penny nodded and stepped back, letting the aliens focus on Cap and the other Avengers. She watched from a distance as Cap introduced himself and the other Avengers, and then froze in shock when the aliens tried to assimilate him.

“MAYDAY, MAYDAY,” Penny screamed, rushing forward, “WE HAVE AN ALL HANDS ON DECK AT CENTRAL PARK. HOSTILE ALIEN VISITORS HAVE ATTACKED CAPTAIN AMERICA, REPEAT, WE HAVE HOSTILE FOREIGN INVADERS ATTACKING AVENGERS IN CENTRAL PARK!”

Dr. Strange was able to cut off the tentacles of the aliens attacking Cap, but soon dozens of aliens were pouring out of their ship and they had the Avengers surrounded. Black Widow was shooting as many as she could, but the bullets weren’t doing anything – and when she switched to her Widow Bites, the inorganic aliens laughed as the taser-prongs failed to find purchase on the slick, shiny metallic beings.

Penny’s taser-webs proved to only be a little bit better at the task than Black Widow’s bites were, in that her webs could actually keep them contained for a little bit.

“Penny, talk to me!” Tony yelled, deploying a small army of Iron Man droids to assist them. “I’m sending help!”

“Stop!” Penny said. “We don’t know what we’re dealing with here, but I don’t think more machines are going to help. These things are trying to assimilate us, and the only person who is doing any real damage to them is Strange with his magic. Send all of our magic people here at once and get everyone else evacuated from this park!”

“I’ll keep them on standby,” Tony said, but the droids didn’t come any closer. Instead, Wanda and Wong came out to the battle and started using their magic to help pull some of the alien beings apart – which worked, as long as the other Avengers were able to keep the Phalanx off of them.

A twisted metallic tentacle wrapped around Penny’s middle and she screamed. The alien squeezed and there was this deep, burning pain that almost made Penny pass out. She grabbed at the tentacle, trying to pull it off her, and only felt relief when Wanda was able to sever the tentacle of the being that was trying to assimilate Penny.

Overhead, Tony’s droids were bombing the ship, staying well out of the aliens’ range. The ship blew up, sending a shockwave through the clearing, and Penny got thrown into a tree by the shockwave.

The next several minutes were blurry and fuzzy as Penny tried to regain her sense. There was now a smoking hole where the ship had been, and most of the aliens were dead. As for the ones that were left, Wong and Strange froze one and stuck it in a magical barrier.

“Kid, you alright?” Tony asked, his voice fully worried, and Penny panted, trying to straighten up. She’d landed on the pointy top of a boulder and it made her lower back feel even worse than what the aliens had already done.

“Sure,” she managed in a strangled voice. “Definitely – didn’t just get – kinda tortured there –”

She staggered to her feet and looked around. Widow and Cap were also in pretty bad shape, but Dr. Strange, Wong and Wanda were all more or less okay. As they checked on each other and made sure the aliens were truly dead, the first responders of Penny’s distress call arrived.

“The fun’s already over?” Bucky asked, looking around at the smoking remains of the clearing. “You know, I’m kind of glad we missed it.”

Sam touched down next, and he picked up a piece of the alien ship, examining it closely. “You know, I agree with you for once.”

Penny got on the comms and canceled the mayday, letting everyone know the situation had been handled, and groaned as she, Cap and Widow were all taken to be checked out. Special attention was paid to both her and Cap, since the aliens tried to assimilate them, but tests showed that whatever the aliens had tried to do, they weren’t successful.

Dr. Cho gave them both pain medication to deal with the aftereffects of the battle and sent them both to go rest for the rest of the day. Cap insisted on debriefing first, and Penny couldn’t blame him, but all she wanted to do was spend the rest of the day curled up with a warm water bottle and a bunch of pillows.

Tony swung by the Tower later that afternoon, when Penny and Steve were cleared for visitors, and found her in bed re-watching old seasons of the Great British Bake Off. He sat down on the edge of her bed and looked at the TV once before looking back to her.

“Really? You couldn’t have chosen a different reality show to watch as you recover? You had to choose the one everyone in both America and Britain watch?”

Penny shrugged. “Don’t judge my trash recovery habits,” she said, and paused the show. “Besides, if I watch Keeping Up with the Kardashians I get this urge to punch most of the family in the face, and if I watch Say Yes to the Dress I get into this weird, weepy emotional state where I start thinking about my future with MJ and I start planning shit and she gets really weirded out because she’s never been that kind of girl. This gives me cooking inspiration ideas.”

“And those are your only three options?” Tony asked, clearly still judging. “You couldn’t have gone with BattleBots or something?”

“Not after the Discount Borg showed up and started trying to assimilate me,” Penny said cooly. “Maybe some other time.”

Tony blinked and pulled out her favorite smoothie. “Point taken, Underoos,” he said, handing the smoothie to her. “Try to avoid giving me that kind of heart attack again, okay? Your old man is fragile.”

“I promise that if the Borg try to invade the earth again, I’ll be better about keeping out of their range so I don’t nearly get assimilated again,” Penny promised, and reached for the smoothie. Tony handed it to her and she took a big gulp. “Thanks for the smoothie.”

“Consider it a reward for surviving,” Tony replied, and Penny pressed play on the episode she was watching.

Surviving was pretty great.

**Notes for the Chapter:**

> This chapter may not have made much sense for people who aren't familiar with the Star Trek or the Borg, a colonizing group of technologically-advanced beings in Star Trek who destroy worlds and civilizations and leave behind ruins. The Phalanx are not actually the Borg, but a group of technologically-based beings who seem to do mostly the same thing in the Marvel universe, so I wrote this chapter on that idea.
> 
> Penny does not like being assimilated or being thrown through trees.
> 
> Anyway, thank you guys for reading and for commenting. If you have any ideas or characters you would like to see, please feel free to let me know!


	13. Hiding Injury

**Summary for the Chapter:**

> Penny has a rough patrol and tries to hide the evidence from her family. They don't approve.

The weekend after school got out, Penny was invited to spend a week with MJ and the Starks at the lake house, and she was looking forward to it so much that her suitcase had been packed for more than a week.

Unfortunately, when she went on one last patrol the night before she was supposed to leave, Green Goblin decided to make her earn the vacation.

They tangled for what felt like hours, Goblin putting Penny through her paces. He threw pumpkin bombs and she deflected as many as she could, trying her best to minimize the damage to people’s lives and their businesses. They fought, and Penny got a few licks in, but he did too, and the fight ended with him throwing her into an active construction project and flying away on his glider.

When Penny crawled home later that night, every part of her was sore and aching, and she could already see bruises forming on her arms and legs, not to mention a large one blooming across her lower back, which she landed on when she was thrown into an I-beam.

“Fuckkkkk,” Penny said quietly, and got out of her spider-suit and into long pajamas. The pajamas were wrong for the season – it was May, the weather was plenty warm – but Penny could excuse that by saying these were the first pair she found if MJ asked her in the morning.

MJ didn’t ask, but she did let Penny sleep in a little bit, waking her up with a fresh-made bagel sandwich. Penny got dressed while MJ was double and triple-checking that everything was packed, and that meant Penny could get dressed in a long pair of jeans and a light, long-sleeved shirt. She had a lot of those, no matter the season – she could wear them over the uniform, which helped her during periods of unusually-high activity from one of the major players.

Penny and MJ got in the car after breakfast, and they managed to make good enough time out of the city that they were at the lake house by noon. Morgan, who was now 8, came barreling out of the house to throw herself in Penny’s arms, and Penny hid the flash of pain that she felt when Morgan hit a sensitive area by using her nose to tickle Morgan.

“Momo! My favorite little sister!” Penny exclaimed, a genuine smile lighting up her face. “You’ve grown so much!”

Morgan laughed. “I’m your only little sister, silly!” she said, and Penny laughed to. “Daddy said I’m almost big enough to work in the lab with him!”

“Did he?” Penny asked and raised an eyebrow in Tony’s direction. He and Pepper were on the front porch and Tony shrugged with a smile on his face, as if he could hear what Penny and Morgan were saying. “How about you help us with our bags, then, if you’re such a big girl?”

Morgan rolled her eyes, but the only bag MJ and Penny gave her was one with stuff for Tony and Pepper. Any time MJ and Penny came up from the city, they asked the two to pick up a couple of things for them. While Morgan got those things to her parents, MJ and Penny grabbed their bags and went upstairs to their room.

After they came back down, they found that lunch was ready.

“The weather is perfect today, so what do you two say to spending the day out on the lake?” Pepper asked. There was a tray of sandwiches in the middle of the table and everyone took at least one. “Maybe get some swimming in, possibly some fishing for later. How about it?”

“That sounds great!” MJ said. “I know Penny and I both packed our swimsuits, so I’ll go grab them and we can change.”

MJ excused herself to go grab them, and Penny grabbed another sandwich while she talked with Tony a little more. He was interested in how her classes were going and who her professors were, and she was interested in what he’d been working on and spending some time with him in the lab – maybe even with Morgan, if they didn’t do anything too dangerous.

When MJ came back down with the swimsuits, they took turns using a guest bathroom to change, and they met the others out at the lake. It was easier to see some of the damage Penny took to her legs because of the suit, but she had on a cover as she walked from the house to the lake, and that covered her lower back and her arms – both areas that still had a lot of deep, dark bruising.

“’Roos! Jones! Come on over here, get your sunblock on!” Tony called, and Penny took a deep breath. Dammit – the gig was up. She took off her cover and felt the mood of everyone immediately drop.

“So when did this happen?” Tony asked, his voice hard. “Do I need to send some suits into town to have a talk with someone?”

“It was Goblin, last night,” Penny said, wanting to put the cover back on and make everyone forget what they just saw. “I’m fine, honestly. I got a lot of sleep and I’ve been eating well. The bruises are going to fade a lot tonight, and they’re barely going to be there tomorrow.”

MJ grabbed Penny’s wrist and dragged them away from the rest of the family, fire in her eyes.

“Babe, you should have told me,” she said, her voice harsh. “No wonder you were stiff this morning. I thought you just pushed yourself too hard on patrol last night.”

“I mean, that is part of it,” Penny said, trying to lighten the mood. “Keeping Goblin from murdering hundreds if not thousands of people is generally a very extensive workout.”

“That’s not funny,” MJ snapped, and massaged her temples. “Penelope Benn Parker, you promised you wouldn’t hide shit like this from me. You promised you’d be open about it.”

Penny sighed. “You’re right… I just hate making you worry.”

“And I worry so much more because of this thick-headed tendency of yours!” MJ exclaimed. “You are exactly the type of person who would push themselves way too far because someone asked you to do something and you wouldn’t tell them you couldn’t because you don’t want to let them down. I’ve watched that happen. If you’re not going to watch out for yourself, I will, but I can’t do that if you hide shit from me!”

Penny felt her face flush. MJ was making solid points and honestly? They’d had this argument before. Penny had lost this argument before.

“I’m sorry I didn’t let you know earlier,” Penny said, after a few moments. “It shouldn’t have caught you by surprise.”

“Damn straight,” MJ said, and she looked a little less murderous. “Okay, before we get back to our family, is there _anything_ else you need to tell me? Any big surprises, any villains gunning for your neck, any important bits of information I should know?”

Penny frowned and genuinely considered the question. “I did tell you that J. Jonah Jameson has a $1 million reward for anyone who comes forward with information about my identity?”

MJ sighed. “Yes, we talked about that last week,” she said. “I’m reconsidering my decision to not turn you in and get my reward.”

Penny laughed a little. “Please. You should get ay more than a measly $1 million for putting up with my ass all this time.”

“You better believe it,” MJ agreed, but they were back on better ground. “Alright, webhead, let’s get you that sunblock. You’re so pale that I’m afraid you might actually catch fire if we don’t.”

“Please, don’t say that like it would be a bad thing for you,” Penny said, as they walked back to where Tony, Pepper and Morgan were. “You would totally dig it if spontaneous human combustion was a thing. Especially if you got to prove it by taking a video of it.”

MJ laughed a little and Tony rolled his eyes.

“Spontaneous human combustion never really existed,” Tony said. “My dad had an invention back in World War 2 that was supposed to protect people and heat them up at the same time. The old man was working with experimental power sources and… well, it ended explosively. Which was the same way it ended every time someone tried to replicate his results or improve the gear.”

MJ’s jaw hung open. “Are you being actually serious?”

“As I can be,” Tony replied, and got the sunblock back out. He tossed it over to MJ, who made sure Penny was well covered. “Lovers’ tiff over?”

“Yeah,” Penny said, blushing a little. “Just be careful around my lower back? That still smarts after what Goblin did last night.”

“And what did he do?” Pepper asked, examining the injury. “That bruise looks deep. Are you sure it’s just a bruise?”

“Karen would have told me if it was worse than that,” Penny said, shrugging. “Anyway, the water will feel great, so how about we get in?”

Penny stood up and started walking to the lake, but before she could get in she felt small arms delicately hugging her middle.

“Please be careful?” Morgan asked, and Penny melted a little at her little sister’s request. “I don’t like seeing you hurt.”

Penny knelt down on the sand. “Of course,” she said, and hugged Morgan back. “Anything for you, Momo. Anything for you.”

**Notes for the Chapter:**

> Thanks so much for everyone who has read and left a comment or a kudos! I appreciate it so much!


	14. "I Didn't Mean It"

**Summary for the Chapter:**

> Penny gets overwhelmed by a gift Tony gives her and lashes out at Pepper.

Tony was an excellent dad. He really was.

Since Penny was brought back in the Snapback, he was attentive and openly loving. He checked up on her and he was involved with her life. He genuinely cared about her and he made sure Penny knew it, that she never again questioned if he was on her side.

It was… it was nice, if a little overwhelming. Tony was a billionaire, after all, and suddenly Penny had explicit access to a lot of resources she’d never had before. She had a little black card that Tony told her to use whenever she was hungry, and when she didn’t use it in the first week, he actually called her and checked to make sure the card was working right.

Because of him, she and May were able to get their apartment back, along with most of their stuff. She got a brand-new laptop, because hers was five years old and Tony abhorred the idea of her using outdated tech. And when Tony invited her to a gala to celebrate everyone coming back, he sent the invitation along with an invitation to go shopping with Pepper.

Scratch a little – this was very overwhelming.

Pepper came to pick Penny up on the day of their outing and they went to a shop that was so expensive that Penny was sure that just selling one of the dresses on the sale rack would pay for her aunt’s rent for a few months. Penny, who was used to old sweats and second-hand jeans and free shirts passed out at volunteer events, felt like she could barely breathe.

“I’m sorry, I can’t do this,” Penny said, gasping, and ran back out the door.

With her enhanced strength and speed, there was no way Pepper was going to keep up with her. She got out of the business and then raced until she found an alley and climbed up it until she was on top of the roof. A few minutes later, she got a call from Pepper.

“Penny, where did you go? Are you okay?” Pepper asked, and she sounded a little frantic.

“I – I had to get out of there,” Penny explained. She was still getting her breath back, but she felt better with gravel digging into her back. It was grounding her, but as she spoke with Pepper her breathing got faster and she felt herself curling in, almost as if she was defending herself after a bad blow in a battle. “This was always a bad idea. I – I’m a poor kid from Queens; I shouldn’t be in a place like that. If this is – if this is just some bullshit gesture because Tony feels guilty that I died in his arms, he doesn’t need to feel bad anymore, because it didn’t stick anyway. He doesn’t need to invite me to things like this. You don’t need to take me to those kinds of places because of his guilt, either, okay? I’m just fine on my own.”

There was a couple of moments of silence after what she said, and then Penny heard a soft sigh.

“Dammit,” Pepper said, “I told Tony this would be too much too soon. Where are you, anyway?”

Penny looked around. “Uh, I’m not sure,” she said. “A rooftop across from Shake Shack. Why?”

Pepper considered that for a moment. “Okay, how about you meet me in the Shake Shack?” Pepper suggested, “since I probably can’t get to the roof where you are. Or, at least, not without my personal suit, which is not here.”

Penny agreed numbly. She didn’t really want to leave her nice, warm rooftop, but it did kind of stink of tar and pigeon crap, so she convinced herself she didn’t want to stay up here too long anyway and got off the roof.

No one looked twice at her when she entered the Shake Shack, and she waited a couple of minutes at the back of the line until Pepper got there. Pepper hugged her close, which made Penny feel even worse, and they got in line – Pepper got a cup of custard and Penny got a full meal, complete with a chocolate shake.

Penny had mostly calmed down by the time they got their food, but Pepper steered them to a table on the outdoor patio anyway.

“I’m sorry I blew up on you,” Penny said, ashamed. “I – I didn’t mean it.”

Pepper reached out and held Penny’s hand gently. “It’s not your fault,” she said kindly. “It’s been so long that I’ve known Tony that I forgot how overwhelming it can be when he wants to show you love and it’s a way you’ve never experienced before.”

Penny looked away from Pepper’s face and pulled her hand back. “It’s – I – did you know when I first met Tony, there was a decades-old computer I rescued from a dumpster in my bedroom? I used it to teach myself about computer components and then used it for scrap parts when I learned what I needed.”

“He said you were incredibly resourceful,” Pepper said, a slight smile on her face. “He was impressed. Though he had words about your original suit.”

“You try creating a super-suit without having any access to anything more advanced than a sewing machine,” Penny said a little defensively. “I was mostly just lucky that my aunt worked so much. It made it easier to do laundry and fix the suit when she was at work.”

“You made do with a lot of stuff for a long time, didn’t you?” Pepper asked gently.

Penny nodded, unsure of where Pepper was going with that.

“And then Tony gave you a suit, and it worked better, and you were okay with it because it was important to you.” Pepper took a bite of her custard. Penny took a bite of her food as well. “He trusts you with a $3.2 million suit that you go out in on an almost nightly basis, and it gets ripped up and ruined on occasion and that’s okay because it’s meant for you. It’s the right gear for the right occasion, and it’s important that you have it.”

Penny almost choked on the cost of the suit and a French fry. She knew the suit must have been expensive, but her mind couldn’t fathom such an expensive piece of clothing.

“In the same way, he wants you to have the right gear for the right occasion,” Pepper continued, as though she hadn’t just casually broken Penny’s brain. “Tony wants you to be a bigger part of his life. He asked me to take you dress shopping because he wants you there, and he wants your presence to make a statement. He loves you, and – please don’t tell him I told you – he wants to be a part of your future. He thinks you’re destined for great things and he wants to help you there.”

It was hard for Penny to process that. Sure, she’d been told she was destined for great things for most of her life, but that sort of encouragement was something that every kid in her high school heard, and it wore thin over time. More than that, though, greatness carried expectations. Greatness was terrifying, at least in the hypothetical. What if Penny didn’t want to be great? What if she just wanted to be a hard worker who developed something that helped a lot of people?

A part of her brain suggested that _that_ was great, and that she, as a superhero, was already arguably doing great things, but she ignored that part of her brain. Life was easier when she kept her ego in check.

“So this is just like the super suit?” Penny asked quietly. “Making sure I’m in the right gear for the right occasion? Am I gonna have to – I don’t know, make a speech? Do something while I’m there?”

Pepper shook her head. “All you have to do is show up and smile when Tony introduces you to some people,” Pepper said. “No speeches.”

“Are you sure?” Penny asked. “Because Happy told me that the day I said no to being an Avenger, Tony had a press conference planned in case I said yes.”

“No speeches,” Pepper repeated. “I’ll make sure of it. Now finish eating and we’ll go back to the dress place, okay?”

Penny nodded and finished her food. When she was done, she went to the bathroom to wash the grease off her fingers and they went back to the clothing store with dresses worth more than several months’ rent for a two-bedroom apartment in Queens.

If Penny went out in a suit worth millions and got it ripped and bloody and sweaty and full of other things she hoped came out in the washer, then she’d be fine in a dress worth more than a couple thousand – at least for one evening.

**Notes for the Chapter:**

> Thank you all for reading, and an extra thank you to those who leave comments! It really means the world to me.


	15. "Run. Don't Look Back."

**Summary for the Chapter:**

> Penny tries to protect Morgan when a large group of well-armed enemies come to take their revenge on Tony Stark.

Morgan knew that Penny had special abilities.

Morgan had known since she was a toddler, growing up on tales of Spider-Woman and her courage and her strength. Tony had included lots of details about Penny’s superpowers in his bedtime stories to Morgan, so when Penny and Morgan got to actually meet, Morgan almost knew more about Penny’s abilities than Penny herself did.

And Penny used her special abilities for Morgan sometimes, but not often. Mostly super strength, because picking up Morgan was always super easy, even if her parents didn’t think so as she got older. She climbed trees with Morgan on her back and swung between the trees as best she could, Morgan giggling and laughing and shrieking in delight the entire time.

She had never once let Morgan see her fight, though. Morgan could find those videos on the Internet, and maybe she did, but Penny never once showed her an actual demonstration of how she could punch, kick, feint, elbow, stomp.

Tonight, it looked like that was going to change.

Penny was babysitting Morgan for Tony and Pepper, who were in the city getting medical help for Tony. More than a decade of fighting bad guys and all of the trials that came with being Iron Man left its physical toll on Tony, and he had to go into the city on semi-regular intervals so Dr. Cho could patch him up.

Tonight, he was staying the night for some more extensive work, and Penny was staying the weekend with Morgan. They’d made dinner together – tomato soup and grilled cheese sandwiches, something Pepper approved – and Penny had just started on the dishes while Morgan played for a little bit with her game.

Then Penny heard a noise. There was a car driving up the path and Penny knew there shouldn’t be. Pepper would have texted if she was coming back early or if anything happened to Tony, and with a quick check of the phone, Penny saw that there weren’t any notifications.

“Friday, lock down the house and send an alert to Pepper and to the Avengers,” Penny said. “Morgan, sweetie, it’s time for us to go in the special room.”

Morgan immediately looked up from her game. She knew the special room, the safe room Tony built in case anyone he put away ever came back for his family, and she knew the special room was for emergencies only. “Are you sure?” she asked, looking a little scared, and Penny nodded.

“Come on,” she said, and scooped Morgan up. She grabbed Morgan’s game and some headphones for the girl and took them both into the room, entering the code with one hand as she held Morgan on her hip. “Everything will be okay. We’re safe, we’re okay. Just – just play your game, but quietly, okay?”

The special room had plenty of room, as well as couches and blankets and pillows. Morgan sat on one of those, the headphones in her ears, and while she was distracted Penny pulled up feeds of the outside of the house.

The perimeter cameras picked up at least a dozen armored vehicles, and Penny’s stomach sank as she saw easily 50 men pour out of them. This wasn’t a smash-and-grab, and this was too well funded to be simple revenge. Penny’s stomach sank, and she asked FRIDAY to zoom in on what the men were carrying. The resolution was bad because of how dark it was outside, but Penny counted missile launchers and high-capacity rifles, as well as something in a trunk that a leader shouted at them to be careful with.

Fuck.

The special room was incredibly well-armored, but that wouldn’t matter if the house was turned into a smoking crater. Penny needed to get out there and distract them, take as many as she could down until the Avengers got there.

“Karen, I need a spider-suit,” she said, blowing out a breath as she realized the enormity of the battle ahead of her. “Get me whatever you have and call Pepper.”

The call was connected instantly and Pepper sounded frantic. “Penny, what’s going on, why is the house on alert? Why are you two in the safe room?”

“There’s a small army attacking the house,” Penny explained. “I’m going out there to defend us. They have some serious firepower and if they burn the place to the ground it doesn’t matter how good the room is.”

“That room could withstand an EF-6 tornado,” Pepper said. “Under no circumstances should you leave that room, Penny.”

“Check the perimeter feed,” Penny said. “If they’re that geared up, I think they’ll find a way to smoke us out. The room isn’t made out of vibranium, Pepper. T’Challa likes us, but he doesn’t like us that much.”

Karen produced a suit for Penny – one of the most recent projects Penny and Tony had been working on, one that was overpowered as much as Penny would allow. No lasers, but self-healing nanotech and the ability to withstand a lightning bolt from Thor himself while remaining online.

When Penny asked why her suit needed to withstand a lightning strike, Tony gave her a look and reminded her that her first instinct, when faced with a thunderstorm at high altitudes, was not always to see inside shelter.

Now Penny was grateful for the overkill.

Once she was suited up, she knelt down in front of Morgan to get her attention. Morgan looked up from her game and she once again looked scared, worried, and Penny leaned in for a hug.

“Morgan,” Penny said seriously, both hands on Morgan’s little shoulders, “You know how I’m a superhero like Mom and Dad, right? You know I can do things most other people can’t?”

Morgan nodded, her eyes wide.

“Good,” Penny said, and kept her hands on her little sister’s shoulders. “If something happens to me and I tell you to run, I need you to run. Don’t look back for me. Run as fast and as far as you can, and then run even more.”

Morgan looked like she was going to protest, but Penny had a look of utmost seriousness in her eyes. She squeezed Morgan’s shoulders a little bit and got Morgan’s attention back.

“This isn’t something you can question me on,” Penny said, and pulled down her mask. “I am Spider-Woman, and I need you to be strong and be safe. If you don’t run when you get into trouble, that could be really bad. Do you understand?”

There were tears in Morgan’s eyes but she nodded anyway.

“Good girl,” Penny said, and lifted her mask to kiss Morgan on the forehead. “Friday will tell you when to run, if you need to. Until then, I’m going to need you to stop playing your game, okay? Friday can play something for you to watch as long as you run at the first signal.”

Morgan nodded again and pulled Penny close in a hug. “Be okay,” she pleaded, and Penny kissed her forehead again.

“I will,” Penny said. “I’m Spider-Woman.”

With that, Penny left the special room.

The moment she was outside the room, she could hear all of the voices of the small army. There was this intense smell of what might have been gasoline and Tide. That was an odd smell.

“Karen, what smells like gas and Tide?” Penny asked, using the cover of night to look around. The nanotech had gone pitch-black with none of her usual designs as part of a stealth mode Karen engaged for her.

“Based on Internet searches, I would suggest napalm,” Karen said, and Penny cursed quietly.

The entire house had been surrounded by napalm.

Someone didn’t just want the Starks, they wanted the Starks burnt to a crisp.

“How long can the special room withstand this much napalm, Karen?” Penny whispered, horrified. “Send updates to both Pepper and the Avengers. By the way, what’s the ETA on getting some backup?”

“I have been unable to connect with anyone at the Avengers Tower,” Karen said. “The room has not been rated against napalm, but it was not been designed to withstand long periods of exposure to the heat that a napalm fire can generate.”

“Fuck!” Penny swore again. “Evacuate Morgan. Better to lose the house than her.”

“Should you go back to take care of her?” Karen asked. “Surely Mr. Stark would say the same about you.”

Penny weighed her options. On one hand, she could keep the attackers distracted, keep them away from Morgan, give her time to escape.

On the other hand, Morgan was a frightened 7-year-old, and these were clearly well-trained individuals. Penny would bet every cent Tony spent on suiting up superheroes that they were going to have at very least night vision gear and heat sensors.

“Get me back to Morgan,” Penny decided. “I’m better as her bodyguard right now than I am protecting the house.”

The special room opened and the small entrance out of it opened too. The exit led away from the house and under the lake, and Penny put a thick layer of webbing at the entrance of the tunnel to seal it off after they entered.

Morgan was quite clearly tired, and so eventually Penny picked her up and started running. They weren’t far down the path when Penny heard a loud, fiery explosion and instinctively pressed Morgan against her chest.

“Penny?” Morgan asked, scared beyond belief.

“That was a not-great sound,” Penny said, and ran even faster. “It’ll be okay, though, because I’m Spider-Woman and I’m here to protect you. Got it?”

Morgan nodded into Penny’s shirt, and Penny could feel wetness where Morgan’s face was.

The tunnel got them away from the house but when Penny kicked open the doors at the end, she could see the house burning. She shielded Morgan from the sight and ran through the trees until they got to a clearing.

The clearing had a large, ancient oak tree and Penny scaled it quickly, Morgan hanging on like a monkey on her back. There was a large, thick branch a decent amount of the way up that they could rest on and Penny did, securing Morgan to the trunk with a bit of web. That way Morgan could crash – or at least not fall off – while Penny scaled the tree even further.

She didn’t dare go all the way to the top out of fear the attackers might somehow see her silhouette, but she got to a point where she could see what was happening at the tunnel exit. For five, maybe 10 minutes nothing happened, but then 15 minutes in and she could see the tunnel doors opening and people coming out of the tunnel Penny and Morgan had just fled.

The house should still be a blazing inferno half an hour after being hit by that much napalm.

“Fuck,” Penny said, and looked back up where Morgan was. The little girl was tiny and hidden behind the oak tree’s foliage, and in the darkness she probably wouldn’t be seen. Probably would be protected. Probably would survive.

“Karen, I need you to punch through to whatever Avenger communication device you can find and get them out here,” Penny said, and dropped down from the tree. It wouldn’t be long until the attackers found their little clearing. “I don’t care if it’s their personal cell phone or their company phone or their fucking Nintendo Switch. I need a hand.”

Karen chirped an ‘affirmative’ just as Penny heard a twig snap in the underbrush. Some branches moved at the far side of the clearing and Penny swung into a different tree.

Showtime.

**Notes for the Chapter:**

> Sorry, this update took a while! Before anyone asks, I do want to explore this idea a bit, so there will be a part two and maybe even a part three.
> 
> Thank you again to everyone who left a comment or a kudos! It really means a lot to me and I appreciate it so much.


	16. Broken Bones

**Summary for the Chapter:**

> Penny fights the men who attacked the Stark house while she was babysitting Morgan. (tw: fairly decent descriptions of injuries, violence).

There were a dozen and a half men who came into the clearing, and they had an intense amount of firepower with them. Penny couldn’t place everything they had, but from what she knew, they had flamethrowers, bazookas and a lot of semi-automatic rifles, along with what appeared to be a lot of knives and smaller guns strapped to various fighters.

Someone paid a lot for these people to come out here. Nothing these guys were carrying was especially cheap, and neither was hiring people who knew how to use that equipment.

“Dad, what the fuck did you do?” Penny whispered, and aimed her webbing very carefully.

It hit the face of the leader dead on. In his surprise, he fired the giant plasma gun he was holding and the rest of the troop fired too. Penny leaped in the air to dodge most of the fire, but the plasma gun’s blast was large and wide; it got Penny’s arm as she tried to get away.

The nanites absorbed most of the blow, but not all – the area was tender, and Penny wouldn’t be surprised if she found a decent burn there at the end of the battle.

The shooting kept on, forcing Penny to constantly keep moving. She couldn’t go too high, even though the trees were very tall – if she went too far up, there was a higher chance a bullet could hit Morgan.

That risk was unacceptable.

Penny webbed a few of the closer soldiers up, jamming their weapons and pinning them to the ground. There had been 18 fighters in the clearing, and 15 were still standing. Penny was about to launch herself at the second-in-command when he cocked a flamethrower at her. It started pouring flames as she jumped, and she felt the heat pouring from the stream of fire as she landed some feet away.

“Fuck,” Penny said, and webbed herself back into one of the trees. “Karen, give me an update. Any Avengers able to back me up?”

“War Machine and Thor should be at your location within the next 10 to 15 minutes,” Karen answered. “Penny, a strategic retreat might be smart.”

“No can do, Karen. Can’t web-swing with Morgan in one hand.”

After that, Penny mostly stopped talking. It was something her teammates often noticed – when it was serious, when the chips were down and the enemy had the upper hand, Penny stopped quipping.

And if she did shoot off jokes, the jokes were harsh and cruel, filled with as much anger and power as the punches she was throwing.

Penny fought hard. She stole weapons away as much as she could, ripping the guns right out of the fighters’ hands, and stowed them in the trees when she could, leaving them 10 or so feet in the air – well above anyone’s reach. She downed fighters with web bombs and electric webs and everything in her arsenal – well, almost everything.

Instant Kill mode was an option available to her, but not one she wanted to use. Putting aside her own squeamishness about death and the permanence and how she didn’t have the right to be the judge, jury and executioner of anyone, she knew the team would need answers on this. Pepper and Tony would need answers.

Shit, Penny wanted answers too. At this point, she should have been playing around in Tony’s lab after getting Morgan bathed and sent to bed, not fighting for their lives in the forest behind the charred remains of the family home.

There were about 10 fighters left and Penny was finally starting to feel better about the fight. The odds still weren’t great, but Rhodey was about 5 minutes out and Thor not long behind him.

Then another group of fighters came into the clearing, backing up the 10 who were still standing. There were now 20 fighters, and the newer guys had more arms and more ammunition with them.

“Can’t I get a fucking break tonight?” Penny asked and launched herself back into the thick of the battle. She was better at distance fighting, using the environment of the city to help her fight, but the clearing was a decent size and she could only use tree limbs some of the time. Because of that, she was stuck spending a lot of time on the ground, using the Iron Spider legs of the suit to block as many bullets as she could.

It wasn’t all of them. Her back and chest were going to be riddled with bruises in the morning, the gift of all the bullets that the nanites blocked but didn’t absorb.

The leader of the original troop had finally gotten her webbing off his mouth and he began directing people on how to attack her again. It was annoying, because their attacks were better because of his direction, and that meant a lot of time spent on the defense. She tricked a couple of the fighters into taking each other out, knocking down the number of people she needed to worry about down to 17, but as she leaped back into the air, Penny heard the sound of a missile launcher powering up.

There wasn’t any chance for her to redirect herself. The missile hit Penny directly, throwing her backward through one tree and into another. The impact knocked into her at such speed and with such force that she was unconscious when the missile exploded, making a new clearing just past the tree line.

Penny wasn’t out for long, but when she came to, she knew she was in bad shape. Everything was dizzy, and when Penny tried to sit up, she became aware of several broken bones – her arm, her wrist, her ribs, her nose, her ankle, several of her fingers. There were thick tree trunks on top of her, and her spider-suit was ruined, missing several chunks after the explosion disintegrated them.

There were also people coming towards her. Penny, from the crumpled heap where she was stuck, saw at least eight people walking towards her, all carrying weapons.

The fight wasn’t over.

Penny pushed the ruined wood off her, staggering to her feet. Her Iron Spider legs came out, taking over for her, and the last of Penny’s personal, moral restrictions came off.

If she didn’t give her all, there was a more than decent chance she wasn’t coming home. Even worse, once the men were done with her, they would go after Morgan – Morgan, asleep and secure in the tree, Morgan, the seven-year-old whose only crime was stealing fruit pops after dinner, Morgan who was learning how to code because she was her father’s daughter and Python was just another toy she could play with.

“Karen, Instant Kill mode.”

The Iron Spider legs were moving for Penny, but they were also piercing lungs and hearts and whipping the enemy fighters into trees at speeds that were not survivable for non-enhanced humans. Penny was down to using one hand to shoot webs, with the other web-shooter broken and unusable, and she was using taser webs, trying to bring as many people down as she could.

The group that had gone to check her out was all down, and Penny didn’t try to think too hard about how quiet it was. Instead, she directed the Iron Spider legs to carry her out to the clearing, where the rest of the fighters were waiting for the group that went to check if she was dead or not. They raised their weapons when they saw her, and they were about to fire when everyone heard the twin sounds of a loud engine and thunder.

Penny’s backup had finally arrived.

Thor and Rhodey made quick work of the remaining fighters, all nine or so, and they quickly made it over to where Penny was. Penny was loosely being held in mid-air by the Iron Spider legs, her injuries making themselves very well known, and she stayed still when she would have otherwise run to hug Rhodey.

Unfortunately, she could neither run nor hug.

“Penny!” Rhodey yelled, flying over to her. “Kid, oh my god. Are you okay? Where’s Morgan?”

Penny pointed up in a tree. She could still see Morgan up there, asleep on the branch, and Thor went to retrieve the littlest Stark while Rhodey checked Penny out.

“I’m so sorry we didn’t come sooner,” Rhodey said. Penny’s mask retracted and she focused on breathing, the pain starting to overwhelm her. “We touched down at the lake and had to deal with the small army of guys who were hanging out near the house. Karen directed us here when we were done. How many did you have to fight?”

“About 30?” Penny guessed, her vision starting to get hazy. “I don’t know… I think I killed a couple of guys back there, but in my defense, they got me with a freaking missile launcher…”

Thor touched down with the still-sleeping Morgan, and the moment Penny saw that her little sister was safe, she felt her eyes roll back in her head.

“Penny! PENNY!”

**Notes for the Chapter:**

> Thanks to everyone who has read this far! I actually had another draft of this chapter but it got lost, which I'm still a little annoyed about. If you have anything you would like to see more of, or any thoughts about the stories thus far, feel free to let me know in the comments!


	17. Field Surgery

**Summary for the Chapter:**

> Rhodey has to make a hard choice before he can take Penny to where she can get help.
> 
> (tw: blood, severe injuries)

Rhodey caught Penny as she passed out, the Iron Spider legs folding as she lost consciousness, and when he caught her he discovered a large problem she hadn’t known about.

In addition to her other injuries, there was a large, jagged wound on her back where some of the large pieces of tree pierced the areas the nanites could no longer protect. The wound was steadily bleeding and Rhodey knew they wouldn’t be able to fly her to help in time if they didn’t get the wound taken care of.

“Oh, Penny,” he breathed, his own mask retracting. “I’m so, so sorry.”

Thor, holding the still-sleeping Morgan against his chest, stepped forward and got his first look at Penny. He looked back to Rhodey and frowned.

“Is there anything we can do for her?” Thor asked, sadness deep in his voice. “Stark is a good man and a good father. To only return one of his daughters to him…”

“There might be one thing I can do,” Rhodey said, “but I’ve never done it in the field before. It should work, but I don’t know that it will.”

“Do it,” Thor said. “If we do nothing, it won’t matter anyway.”

Rhodey adjusted the settings on his laser and pointed it at Penny’s wound. Immediately the air filled with the smell of cauterizing flesh and Rhodey had focus past that on closing the wound.

It was a mercy that Penny was already unconscious for this. It was an even bigger mercy that she didn’t wake up during the procedure.

Rhodey was done in just a few minutes, but he didn’t know if what he did mattered. Her breathing was still weak and her pulse was still unsteady, but at least now more of her blood was staying in her own body.

“We have to go,” Rhodey said, and with that both men took off. The closest point was New York City, which was a 20-minute flight at the top speeds. Rhodey pushed himself that fast and farther, determined to beat the odds and the clock.

He radioed ahead and touched down on the roof of a SHIELD facility just outside the city 16 minutes after they left the Stark home.

SHIELD Med already had people waiting outside when he touched down and he quickly placed Penny on the stretcher. There, on the rooftop, illuminated by the landing lights, Rhodey got his first real look at the teenager, and the sight took his breath away.

There was more burnt and broken and bloody on the teenager than not. In what felt like a cruel twist of fate, she was wearing a Columbia shirt under the armor – the school she had been accepted into and was going to start in the fall.

The doctors and nurses immediately swarmed her and pushed her through the doors of the facility and Rhodey followed them until he got redirected to a waiting area. Pepper couldn’t leave Tony during the procedure, and Thor would bring Morgan to her and Tony anyway.

Someone had to stick around to see if Penny made it or not. Someone had to be in the waiting room, rooting for her to survive. Rhodey stepped out of his armor, but kept it in standby mode, in case he was needed to help defend against another attack.

He’d just settled in with a years-old copy of Men’s Health magazine when Pepper called him.

“Jim,” she gasped, as soon as he picked up, “Jim, how is she? Thor just got here with Morgan.”

There was no way to sugarcoat this. “Not well, Pep,” Rhodey said, scratching the back of his scalp. “She – she was a mess when we got there. Faced about 30 well-armed guys, said they got her with a missile launcher, and I believe it. I barely got her here on time.”

Pepper started crying and Rhodey felt like joining her. The worst Penny was supposed to have dealt with tonight was a sugar high or a stubborn little sister who wanted three stories, two goodnight kisses and a refill for her water.

“Oh my god,” Pepper kept repeating. “Oh my god.”

“She’s in good hands, Pepper,” Rhodey said, “and I’m gonna be here all night, possibly longer. I’ll keep you up to date on how she is – as soon as I know something, I’ll let you know, okay?”

“Thank you, Jim.” There was silence on the line for a moment, and then Rhodey heard Pepper blow her nose. “I can’t believe – we were only supposed to be gone for the night, it was supposed to be just a fun weekend for them both.”

That reminded Rhodey of a couple of other things Pepper needed to know. “The house is a total loss,” he said, wishing he could comfort her. “I have to think that’s why Penny and Morgan weren’t in it. Penny figured out the house wouldn’t survive the attack and chose to get Morgan to safety and find a better place to fight. Also, SHIELD was about a minute or two from arriving when we left. They’re going to take the surviving attackers into custody so we can figure out who targeted you guys like this.”

Pepper made a noise in the back of her throat and Rhodey understood. The loss of the house was significant, especially since this was the second time Pepper had lost a residence in this way. And that it happened when she was gone but the girls were home as even worse.

“It’s just things,” she finally said. “It’s not like we don’t have other residences. Morgan hasn’t ever been to them, but now’s a perfect time to show her them.”

“Let me know if I can do anything else for you guys, okay?” Rhodey said, drumming his fingers on the tacky faux-wood table next to his seat. “Anything at all.”

“You’ve already done so much, Jim. You – you just stay there tonight, okay? Keep me updated on Penny.”

“I will,” Rhodey promised. “Can you call her aunt? Her girlfriend? I don’t have either of their numbers.”

“Of course. I’ll put the word out to the rest of the Avengers as well. This might not have just been an attack on us, after all, and if so, the Bartons and the Langs need to be prepared. They’re the only other Avengers who live with civilians.”

That was a terrifying thought, but Pepper wasn’t wrong. Rhodey let her go soon after that and sighed, both wishing for more news about Penny and aware that in this case, no news really was the best news. No news meant they were still working on her. News, after such a short time on the table, meant they lost her.

Rhodey got two cups of shitty coffee and a then a third, but he still ended up somehow dosing off in the cheap, plastic, stiff chairs in the waiting room. He woke up several hours later to a doctor coming out.

“Penny pulled through,” the doctor said. “She’s still in critical condition, but she survived the surgery. We were able to patch her up and keep her together long enough for her own enhanced healing to pick up some of the slack, and while the next day or so is still going to be dicey, we’re optimistic about her chances.”

It was the best news Rhodey could have woken up to. “Thank God,” he said. “Can I – can I see her? Can she have visitors?”

The doctor nodded and brought Rhodey back to Penny’s room. She was almost covered head-to-toe in bandages and the sheet covering her lower half. She was paler than Rhodey had ever seen her before, and it made her dark brown hair look even darker.

“Colonel Rhodes, you were the one who performed the emergency cauterization on her, correct?” the doctor asked, and Rhodey looked up.

“I did,” he said, “did it help? I wasn’t sure, but we didn’t have a lot of time or options.”

“It bought her enough time for you to get her here,” the doctor said, “so I’m calling that a win. We almost lost her on the table twice, but she’s a fighter.”

“I know,” Rhodey said, and squeezed her hand slightly. “Thank you. Her aunt and some other family members are going to be by soon.”

“Don’t expect her to be awake any time in the next day or so,” the doctor warned. “She’s on pretty heavy pain meds, as well as something to knock her out so she can heal longer before she wakes up. Whatever got her got her good; she needs as much time to recover as we can give her.”

Rhodey nodded and called Pepper with the update. May was on her way with Happy, and Tony and Pepper were going to be by as soon as Tony was discharged, which they expected after breakfast. Morgan, for her part, was doing fine; she’d been asleep and stayed asleep the entire time the fight was happening, so she woke up in her Uncle Thor’s arms and then fell back asleep in Pepper’s lap.

Knowing Penny wouldn’t wake up for a bit, Rhodey went down to the lobby and got actual coffee, something that wouldn’t taste like burnt car rubber. He waited around for May and Happy to get there and when he did, he escorted them up to Penny’s room.

May went to interrogate the nurse in charge of Penny’s room and Happy sat by her bed, holding her hand like Rhodey had not that much earlier.

“What a kid,” Happy murmured, and Rhodey couldn’t help but agree.

“Yeah. What a kid.”

**Notes for the Chapter:**

> Thank you for everyone who's read this far, and especially to those who left a comment or a kudos! It means the world to me, and I love hearing your thoughts and ideas.


	18. "i can't see"

**Summary for the Chapter:**

> Penny works together with Daredevil when a case she's working on leads her to Hell's Kitchen.

Penny and Matt had an interesting friendship.

It started, like many of Penny’s friendships, on a rooftop. Spider-Woman was trying to track down these drug dealers who were cutting their heroin with fentanyl, and somewhere along the line, someone added too much to the mixture because a lot of people – experienced drug users, not just the rookies – were dying of overdoses.

Penny caught wind of the drug dealers the victims were going to in Astoria, and tracked the dealers through Queens, across the East River and into Manhattan. She was at the edge of Midtown East and about to swing into Hell’s Kitchen when Daredevil swung into her path.

“What’re you following, Spidey?” the Devil asked, his voice raspy. “This isn’t your territory.”

“But it is my problem,” she responded. “Some bad drugs got a lot of people killed in my section of the city, and I’ve been tracking them. The trail runs through Hell’s Kitchen, but I don’t know if it stops here or keeps going.”

Daredevil looked contemplative – or as close to it as he could.

“Read me in on this,” he demanded. “We can work together. I’ve been having more problems with drug dealers recently, and our problems might be connected.”

Penny rolled her eyes and looked around. “Okay, but if we’re going to be doing this on a rooftop at midnight, I want food and coffee,” she said, and spotted a little 24-hour joint not far from where they were standing. “Stay right here and I’ll get something. You want anything, Hornhead?”

“Yeah, for you to stop using that nickname.”

“Okay, do you want anything I can actually get you, or are you just going to keep digesting that stick up your ass?”

Daredevil paused for a moment. “Coffee, two creams and one sugar. If they still have a blueberry muffin, I’ll take one of those too.”

Penny gave him an intentionally careless salute and hopped off the roof. They’d done this before, sharing food and information, and Daredevil had objected until Penny told him it wasn’t her credit card she was using; it was Tony’s. After that, Daredevil became a lot more accepting of the occasional treat when they crossed paths.

She walked up the side of the building about five minutes later with two cups of coffee and a baggy that held a muffin and a piece of coffee cake.

The two heroes sat down on the edge of the building and enjoyed the treat. Penny had to roll up the bottom of her mask in order to eat her food, which was always a little bit of a pain, but she’d been in the hero game for more than five years, which meant she’d had plenty of time to adjust to it.

“So,” she said, after the food had been mostly eaten, “how do we want to do this?”

“You go first,” Daredevil said. “You’re the one coming into my territory, after all, and it sounds like you have more information anyway.”

“You’re so defensive, DD,” Penny said, but shrugged and shared what she knew. About a dozen drug dealers, all part of the same network, were selling a bad batch of drugs that were killing the people who took them. If it was an accidental chemistry issue, something that the dealers hadn’t planned on and didn’t know about, Penny would have expected them to stop selling the bad batch, but it was almost a week since the first bodies were found and NYPD kept finding new ones.

Another oddity was that the bad drugs were showing up in all sorts of areas. These drugs weren’t just taking out the homeless and the low-income users, but also middle-class and celebrities. George, a friendly former librarian who lost his apartment and his entire life when he got hit with insane medical bills after a heart attack, was found in the park, but a Mrs. Una Vandross was found in her home, and July Grotto, an upcoming socialite, was found in the Yacht Club. All three of them killed by the same drug mix, even though the three of them shared nothing else.

Death was one hell of an equalizer, but it wasn’t perfect. Penny spoke with officials in all three cases. George, who didn’t have any children or any other relations, was getting a pauper’s grave. Mrs. Vandross’ family was gathering as much money as they could to bury her, but it was going to affect the family’s finances, and her younger daughter was going to have to drop out of college because of it.

July Grotto’s funeral was next week, and there were hundreds of tear-soaked Instagram posts about missing her. The funeral was expected to be an exclusive event, limited to only the two or three hundred people who were closest to her.

Daredevil mulled over the information as Penny spoke, and kept quiet for a few more moments after she finished. “This is good work, Spider-Woman,” he said, and finished off his coffee. “There’s… a warehouse that was abandoned until a few weeks ago. I’ve been trying to run my own investigation on it, but I got distracted by Bullseye popping back up in my sights.”

Wasn’t a bad reason. Penny knew only some of the history behind Daredevil and Bullseye and she knew it wasn’t fun.

“Well, wanna check it out tonight?” Penny asked, finishing her coffee as well. “Or do you have other plans?”

Daredevil shook his head. “We can check it out tonight, at very least see if it’s the place where your people have been ending up. Follow me.”

Daredevil didn’t have the same capabilities that Penny had in the air, but he made it work with his clubs, and Penny was only seconds behind him. She dropped their trash in a trash can on the way and together they made it to an industrial section of Hell’s Kitchen.

The two heroes stopped on the roof of an older building, one that cleared hadn’t been taken care of in a while, and Penny paused.

“I hear people inside,” she said, and Daredevil frowned.

“I keep forgetting you have better hearing than I do,” he admitted. “That’s rare. My senses are pretty enhanced.”

“How’d that come about?” Penny asked, getting a little closer to a skylight. It was dirty as hell and in need of a good rain to wash it off, but she could see there were people moving around on the ground floor. “I got mine from a spider-bite, hence the whole spider get up.”

“I was blinded by an accident with toxic waste when I was younger,” Daredevil said, completely deadpan.

Penny sat straight up and looked at Daredevil. “No shit, really?”

“I can’t see. The accident gave me a… different way of seeing the world, and my other senses were enhanced as a result.”

“Huh, cool.” Penny looked back at the floor and saw the people were still there, and that they seemed to be carrying around large containers of chemicals. “Well, not the toxic waste part, that sounded like it sucked. On that note, though, wanna help me bust some drug dealers who seem to be carrying around vats of lethal chemicals in a dangerous manner that’s sure to cause some workplace-related accidents?”

Daredevil choked back a laugh. “Sure, Spider-Woman,” he said, and punched through the skylight’s window.

Most of the people who weren’t in charge of the warehouse’s operations scattered the moment the heroes burst through the roof, and those that didn’t started shooting. Penny’s heart was racing as she fought, and she tried her best to take as many people down as she could, but she stopped when she heard a hiss of pain from Daredevil.

“Shit, DD, are you okay?” she asked, and webbed another dude to the floor.

“Keep your head in the game, Spider-Woman!”

Eventually, she and Daredevil made it through everyone in the warehouse. Before Penny could start looking through the crates or call what she found into the police, though, she wanted to check out what she heard during the fight.

Daredevil was clutching his arm to stop the flow of blood pouring out of it. It wasn’t a super bad wound, mostly just a graze, but it was bleeding like anything.

“Let me help with that,” Penny said, and Daredevil huffed.

“I didn’t know you had healing powers too.”

“I have accelerated healing,” Penny said, “but that won’t help you. No, my webbing can serve as a temporary bandage. It’s sterile, so you don’t have to worry about catching anything, and it’ll dissolve in a few hours, so we have some time to check this place out and get you to somewhere you can patch that up.”

Daredevil relaxed his stance a little and took the hand off his wound. “Do it,” he said quietly, and she fixed up the graze.

“That should take care of you for a little bit,” she said, and he tested the bandage by rolling his arm. The bandage stayed on and he grunted.

“Thanks, Spider-Woman.”

It was quick work to check out the warehouse, and even quicker work when they figured out who was the head honcho. Daredevil interrogated him and Penny did her best to just stay there as a quiet, judging observer to support her fellow hero.

The drugs were being run out of the warehouse, but the mixture wasn’t an accident. It had been ordered by Kingpin, who had bought out one of the leaders and wanted to send a message to the city that no one was safe.

Penny had Karen put in a call to the cops about the warehouse and left quickly, getting both her and Daredevil to a rooftop across from the warehouse. The idea of all of those people dying because Kingpin wanted to send a message – it turned her stomach. She needed a breath, and she lifted her mask above her nose again, just trying to get herself to calm down after what they’d just heard.

Daredevil was next to her and rubbed her back awkwardly, trying to help but not knowing how.

“I should have known Kingpin was involved in this,” he said, when Penny rolled her mask up. “Every time I think he’s done, or he can’t get worse, he proves me wrong.”

“We need to stick together on this one,” Penny said, and held her arms close to herself. “I’ve gone up against Kingpin before and gone home with five broken ribs, three broken bones in my arm and a fractured skull. He’s given you even worse.”

“Don’t remind me,” Daredevil said, and blew out a hot breath. “Just on this case. Just for this. I don’t want every Avenger thinking they can fly through here, wipe a couple of blocks off the map and go home at the end of the day.”

“Just on this case,” Penny agreed, and they shook hands on it. After they agreed, Penny got a call on something big happening in Midtown and she had to leave.

Even as she swung away, the heavy pit in her stomach never left. Kingpin was the worst kind of adversary – strong, smart, well-equipped and well-connected. He’d managed to fuck up so many lives the last time he was out of jail, and now he was back out and determined to do it again.

And he had a head-start on them.

Trying to figure out where he was and how to stop him was going to be harder this time, and Penny wasn’t looking forward to any of it.

**Notes for the Chapter:**

> I'm doing my best to catch up but it's taking a while! Spider-Man and Daredevil have an incredible friendship in the comics, and I even ship them to a degree, but that doesn't work here with this Matt being a combination of the comics/Netflix series (so, early to mid-30s) and Penny being 20.
> 
> Thank you to everyone who has left a comment or a kudos! I appreciate every bit of it.


	19. sleep deprivation

**Summary for the Chapter:**

> Penny can't sleep even weeks after a rough battle with Green Goblin. Tony helps her through it.

It had been two weeks since Penny had last gotten a decent night’s sleep.

That was also the amount of time since Penny had come off her most recent big case, a terrible one where she’d almost been killed by Green Goblin. Penny had gotten severely wounded by the man’s bombs, which meant she was almost too late and too weak to save a group of people he’d endangered.

What was with Gobby and his fixation with bridges?

Penny got up and washed her face, trying to get her system to calm down from the nightmare she’d just woken up from. The nightmare took all of the worst parts of the night – the bomb, the helplessness, the pain, the confusion – and rolled them all together for the worst effect.

In the dream, she didn’t save those people trapped on the bridge. She didn’t make it in time to prevent the Goblin from tearing through the city, leaving fire and hell behind him, and she didn’t make it in time to prevent him from finding out her identity and then going after everyone she loved.

Penny knew these were reflections of her fears, not of reality, but the knowledge was little comfort when she woke up screaming and crying and shaking and sweating in the middle of the night.

Even after washing her face, Penny’s mind wouldn’t settle. Sighing, she pulled out her spider-suit and climbed out her window. There was one area right on the water that she liked to go to during nights like this, and as Penny felt the stretch and strain of her muscles shooting and releasing webs, her mind settled.

This was familiar. This was helpful. This burnt off some of the nervous energy she had from the nightmare, from the adrenaline of having to relive that battle.

“Penny, you are out after your curfew,” Karen said, in that oddly-maternal-but-still-robotic way of hers, and Penny sighed.

“I’m not trying to fight any crime,” Penny said. “I’m not. It’s 3:30 in the morning. I just – I needed some air, and I didn’t want to get noticed as Penny Parker sitting on top of some random 10-story building at this hour, okay?”

Karen didn’t say anything to that, which was probably a good thing because Penny was absolutely not in the mood to talk. She got to the building she wanted to, an old brick building near the water, and as Penny sat there, she felt the chill of night air seep through her suit.

It was refreshing in an odd sort of way. Cool air distracted her from the memories of fire lashing her skin, grounded her in the moment. It helped her breathe. She was on the edge of the building, just below the roof, on an overhang, and the feeling of the building’s brick surface against her back also helped ground her in the reality.

The sound of repulsors broke through the moment Penny was having, though, and when she opened her eyes she saw her mentor hovering in mid-air. His faceplate wasn’t up, but somehow the suit still managed to convey a sense of worry.

Maybe she was just seeing things, though.

“Hey, Webs,” Mr. Stark said, and maneuvered so that he could sit on the building’s edge too. It looked like a tight fit, but he didn’t say anything about it and neither did Penny. “If I remember right, growing little spiders should be in bed right now.”

“I’m 16,” Penny said, rolling her eyes. “It’s highly unlikely I’ll get any taller than I already am. Statistically, I’ve already finished with my most impactful growth years, and I’m okay with that.”

“Still growing in other ways,” Mr. Stark said, and then his faceplate did flip up. “Your brain won’t finish developing for about another decade. Anyway, what brings you out here this time of night?”

“Can’t you tell?” Penny asked, her voice as dry as a desert. “I just attended the best superhero rave. Johnny Storm hosted it, and there were superheroes from all over the world. I just got engaged to this really pretty X-Men chick from Bosnia, but she promised that we won’t get married until after I finish high school.”

“You shouldn’t be sarcastic,” Mr. Stark commented. “It sounds wrong on you. Anyway, want to run that one past me again? Tell me why you’re really up here this late?”

Penny sighed and took her mask off, running her hands through her hair.

“I couldn’t sleep. I haven’t been able to sleep in weeks, and it’s getting worse. I just want to get one good night of rest, but every time I try to sleep I get taken back to that battle and it always, always goes worse in my dreams than it really did. I – tonight I woke up and I had to remind myself that I saved everyone, that I didn’t die, that Goblin didn’t win, even if he got away.”

“Oh, Penny,” Mr. Stark said, and he opened his arms. Penny scooted over and rested her head on the suit, the cold from the metal seeping through her suit. “I’ve been there before. I think everyone on the Avengers has at one point or another.”

Penny frowned. “It doesn’t make sense, though,” she said, frustration leaking through her voice. “I **won**. I saved all those people. The bridge took some damage but it’s open again, and I got hurt, sure, but I’ve healed back up. I’m **fine**. So why doesn’t my brain know any of that? Why won’t it just let me _sleep_?”

“When –” Mr. Stark cleared his throat, “when I was having panic attacks, after the Battle of Manhattan, my brain couldn’t seem to remember that either. I almost went out of my mind obsessing over the possibilities and how dangerous this life was and how close I came to dying. I built so many new suits to try to help me feel safe, but that didn’t work, and it got to the point where I was so reckless and so strung out that I announced my home address on live TV while challenging a terrorist to come find me. I… I recommend you skip that part of the anxiety spiral, kid.”

Penny snorted a little because she remembered watching that as a kid who was very, very obsessed with Iron Man, and she was devastated for that whole week of Christmas when no one was sure if he was alive or not. “Of course that’s what happened,” she muttered, and ran her hands through her hair again. It was starting to get long, and she was going to need to get it trimmed again. “So what did end up helping you?”

“Talking to a friend,” Mr. Stark said and held up a hand. “It doesn’t have to be me. It can be your… guy behind the chair or your hot aunt or maybe even Wanda – I know you to have been getting along together lately. Just talking it through with someone who cares can really help.”

“It’s ‘the guy in the chair’,” Penny corrected. “Ned is very fond of that title. Anyway, I try to avoid telling him about stuff like this. He means well but he gets so worried for me, and he already has enough trouble keeping the secret as it is.”

“So your aunt or another Avenger,” Mr. Stark said, “and of those two, I’m guessing you would talk to another Avengers before you would talk to your aunt, right?”

Penny nodded. “She already has to deal with so much. I don’t want her to have to worry even more than she already does because I’m having nightmares.”

Mr. Stark rubbed her back. “You might be right, but have you ever considered the idea that she worries more because she doesn’t know how you’re handling all of this?”

“Huh?”

“She knows you’re a good kid with a big heart,” Mr. Stark said, and gave Penny a look. “Nope. You’re a kid. Listen to the grownups. If you can’t legally drink, you’re a kid. Anyway, you’re a good kid, but you’re still just a kid, and you got pretty badly hurt. Second-degree burns on a majority of your left side, broken bones on both sides of your body. You’ve seen a lot of really fucked up shit, especially where this… Goblin character is concerned. Maybe your aunt worries more than she otherwise might because she wants to be there for you and you’re not letting her.”

Penny felt a pang of guilt, but she shook her head. “I – she means the world to me, Mr. Stark. I don’t want her to lose sleep because of what I volunteered for.”

“She’s the adult,” Mr. Stark pointed out gently, “and a nurse. She’s probably seen a lot of stuff that would keep us both up at night. Your Aunt Hottie might know a thing or two about how to deal with that stuff in a way that doesn’t leave you waking up every night at 3:32 a.m.”

Penny considered his words for a few minutes, but she didn’t get to examine them for very long. The reason she came to this area and this specific building on the water was finally showing itself, and together the two of them watched the first rays of the sun come over the water.

“Come on, Underoos,” Mr. Stark said quietly, after the moment passed. “We should grab something to eat before I take you back home.”

Penny nodded and slipped her mask back on as a thought occurred to her. “Hey, Mr. Stark – why were you up? Did Karen wake you?”

“Nah,” he answered, and started looking for places that were still open. “Sometimes I still have rough nights too.”

**Notes for the Chapter:**

> Thanks to everyone who has left a comment or a kudos! I love hearing from you, and it helps me keep writing.


	20. Betrayal

**Summary for the Chapter:**

> Penny gets kidnapped by someone she thought she could trust.

There was a problem with having a legal leash, and that was that as an organization, the Avengers were dependent on the morality of whoever it was who held their leash.

So far they’d been mostly lucky. The Avengers were extremely useful as a highly-visible disaster response team, and so Penny had been to 13 countries as an Avenger, helping out after devastating storms and earthquakes and civil war and famine. She’d rescued people from burning buildings and saved them from unexploded ordinance. Been there to distribute food and water and medical supplies when she was one of the fastest and most flexible beings in the air.

During that time, she’d gotten more than friendly with a UN disaster response coordinator, Katrina Van Horn. Katrina was a former Olympian gold medalist who turned to charity after her skiing days were over, and Penny grew to rely on her sensibility and her perseverance.

Because of that trust and respect, when Katrina asked the Avengers to come to a place that needed help but wasn’t likely to be approved for a U.N. mission, Penny said yes.

Now Penny was strung up against a wall, being held captive through the use of a machine that kept her so off-balance that she was barely able to think, let alone figure a way to escape.

Penny had never been angrier.

“ALL OF THOSE PEOPLE WE SAVED,” she yelled, crying as she struggled with her restraints. “DID YOU DESTROY ALL OF THEIR LIVES? WERE THEY – WERE THEY JUST BAIT?”

“Calm down,” Katrina said coolly. “I didn’t need to make the world any more miserable than it already was to get your attention. I just took advantage of the situations that were already bad and showed up.”

Penny was still struggling, but not as hard. The device was affecting more than just her ability to think; it was physically painful for her. The longer she was exposed, the more it was hurting her, and Katrina smiled when she saw Penny’s struggles get less and less enthusiastic.

“You’re not so different, you know,” Katrina said. “We both approached those situations with an agenda. I wanted to ensnare the Avengers, to ensnare you, and you wanted the love and adoration of millions of people as you worked to make the world just a little less shitty. At least I’m honest about it.”

Penny shook her head, even it hurt.

“That’s not who I am,” she said. “I wanted to help people! Sometimes helping them means putting on a suit and bringing attention to how bad things are where they live, but I didn’t do it for me! I didn’t do any of this for me!”

“Bullshit!” Katrina said, and grabbed Penny’s jaw roughly. “Bullshit you aren’t doing this for attention! You go out there in your bright-ass superhero costume and you make a bunch of oh-so-many quips and you bask in the glory of having fought and having won. Bullshit that you don’t get something out of that, and bullshit that you think I would fall for that. You’re not a child anymore, Penny – you want to help, but more than that, you want to be _seen_ helping.”

Penny gasped and tried to pull away from the hold, struggling again with her chains. Katrina stared at her and pushed Penny back into her restraints.

“It doesn’t matter what you tell yourself,” Katrina said coolly. “We both know the truth. And when your friends get here, and they come to rescue you, and they fall into the traps I’ve laid for them, you get to confess to them yourself why you’re all stuck in this mess.”

“Is that what this was all about?” Penny asked, trying to get her spirit back up. “Do you just want to punish us for not being good enough for you when we’re helping disaster victims?”

Katrina chuckled and then rattled Penny’s chains. “Nah,” she said, before backing away. “I was always going to take you idiots down. You were the most trusting, though, and the most naïve. God, you just opened up to me. You really trusted me, even though you didn’t know me at all. You just wanted someone to love you.”

Penny knew, on some level, that this was another way Katrina was trying to hurt her, that it was just another tool to try to fuck with her head, but it didn’t matter, because Katrina’s words were hitting home. It wasn’t anything Penny hadn’t heard from J. Jonah Jameson, screamed at the top of headlines, but hearing it from someone who Penny had thought she could trust.

Katrina left, satisfied that her words were hitting their mark, and the machine-noise-thing was throwing Penny off even more. She knew she needed to keep struggling, keep trying to break loose, but between the emotional blow and the way the machine kept Penny off-balance it was hard to even keep her eyes open.

“I swear the universe hates me,” Penny murmured, taking a deep breath to try to center herself. “Try to do the right thing and I get shot, stabbed and kidnapped. Try to protect the city and the Daily Bugle convinces everyone I’m trying to rob them all blind. Try to be a good girlfriend and the restaurant we’re celebrating our anniversary in gets blown up because fucking Sandman is causing a commotion. I swear to God I’ll try to breathe too deeply and end up choking on something.”

Eventually, Penny got numb to the device and it became easier to think and plan. She was able to rip herself out of the trap, and from there she was able to act as her own rescue squad. She got out of her restraints and made her way through the structure, looking for the main communications room so she could send a call for help out and get picked up from this awful place.

Katrina was in the communications room when Penny found it, and the battle was over quickly. Penny webbed Katrina to a wall and then webbed her mouth shut so that Katrina couldn’t taunt her with any more cruel words.

“You don’t get to pretend to be my friend for a couple of months and then act like you know me,” Penny said, as she punched in the numbers that would connect her with the Avengers. “What you get is to sit there and think about all the different ways you’ll be screwed when the United Nations finds out what you did and what your bosses think when they figured out how you got caught. You could have been a great deep cover agent – you probably were, I certainly couldn’t tell what was up – and yet instead of staying deep cover and sending resources and people your boss’ way, you showed your hand to gloat over me and try to get one up for me. I might not be a saint, Kat, but at least I’m not stupid.”

Penny called the Avengers and let them know what happened to her and where she was, and Vision, who was monitoring the hotline, let her know that someone would be there shortly to pick her up. While she was waiting, she re-webbed Katrina to the wall and explored until she found the kitchen.

“Normally, I wouldn’t take food from a bad guy’s kitchen,” she said, and took a bite out of an apple, “but this one was in one of your henchpeople's lunch bags, so I figured it was safe. And really, this is your fault, if you think about it. You’re the asshole who decided to kidnap me and then not feed me. Really short-sighted on your part. I get cranky when my sugar crashes.”

Katrina rolled her eyes. The webbing was still over her mouth and at this point she just looked with everything and everyone, Penny included.

“Then again, I also get cranky when people try to get in my head and convince me of shit that isn’t real,” Penny said. “None of what I did to help disaster victims was about me. Nor did I ever try to make it about me. None of us did. We rolled in to help because every single one of us on the Avengers, down to the very last member, have lived through world-changing events that left us very different people when we got through it. Most of us did it on our own. That’s why we’re helping people – because we remember how much that hurt, how hard it was, how lonely it was and we don’t want anyone else to have to go through that – at least, not alone. We can help, so we do.”

Katrina rolled her eyes again, and Penny left her there for a while, stuck to the wall. It was a little bit of her being petty, but also just her making sure Katrina couldn’t get out and pull some other bullshit and make Penny’s life even harder than she’d already made it.

If there was one silver lining, it was that Penny hadn’t told Katrina who her secret identity was; it was her personal policy to try to keep Spider-Woman and Penny Parker as separate as she could, so she never told anyone her name while she was in uniform.

It saved her life more than once.

Her heart was still hurting when Black Widow and a couple other Avengers came to pick her up, but she left herself be debriefed and sit in the back of the plane with some granola bars and a Capri Sun until the Avengers were done looking around the facility. Katrina’s words stung, but Penny was back with her friends and she didn’t even have any injuries this time around – just a massive headache from whatever the machine was that Katrina used.

For some reason, it didn’t feel like it was over, though.

**Notes for the Chapter:**

> I am super behind on Febuwhump, but the good news is I have a new battery for my laptop! This means I'll actually be able to use my laptop as a laptop again, instead of having to be stuck in one place and having to be careful of the power port while I write.
> 
> Again, thank you to everyone who has left comments or kudos -- it really makes my day when I read everyone's thoughts!


	21. Torture

**Summary for the Chapter:**

> MJ and Pepper talk in the aftermath of Penny taking on the Sinister Six.
> 
> (no graphic descriptions of torture)

Penny had been missing for three days when they found her. She’d been taken by the Sinister Six, a lethal team-up of her worst enemies all working together to take her down, and when they found her there was barely any part of her that hadn’t been hurt by them.

There were electric burns all up and down her arms, legs and back, courtesy of Electro. There were broken bones, deep bruises and a concussion, thanks to Rhino. She was hallucinating and barely there because of Scorpion’s poison, and Doc Ock’s intelligence had come up with a way to keep her in her restraints as all of this was being done to her. There were deep wounds on her back from the Vulture, who had picked her up and dropped her a couple dozen times as he toyed with her, and there were half-healed burns on her abdomen and sides from what was probably taking a pumpkin bomb blast at close range, a la Green Goblin.

And the worst part about it was that when the Avengers found her, they’d only found a couple of members of the Six at the compound with her when they arrived. Rhino, Electro and Vulture were all back in custody now, but Doc Ock, Green Goblin and Scorpion were still at large.

No one wanted to tell her that when she woke up, so a number of the Avengers were still out, looking for the villains who had done this to their youngest, smallest member. As they did, MJ kept a constant vigil at Penny’s side.

Pepper came in at one point. She sat with MJ and brought both her and Penny some items they could both use. Some food for MJ, a soft blanket from home for Penny.

“You didn’t have to do this,” MJ said, but she opened the container anyway. A fairly simple pasta dish, with enough cheese to drown out any of the health benefits of using whole grain pasta and premium tomato sauce. It was the way MJ always had her pasta when she was over at the Stark house. “Thank you, though.”

“Any time,” Pepper said, and sat down next to MJ. “How are you holding up?”

“Not well,” MJ admitted, and she rubbed her arms. The blanket was meant for Penny, but she would be okay for a few minutes if it was wrapped around MJ instead. “I just – I hate this. Being the person at the bedside, never knowing if she’s going to be okay… I can’t stand it sometimes.”

“I get what you mean,” Pepper said. She was sitting there, a vision of composure, and MJ looked like she’d been crying for hours because she had. “Back when Tony was in the game he would come home like this sometimes, and he would put me through the worst experiences because I was one of the only ones who was there. The first time he changed his arc reactor, he had me help him and I accidentally gave him a heart attack.”

The sheer absurdity of that story drew a laugh out of MJ. “Oh my god, that’s such bullshit,” she said, and pulled the blanket closer around her arms. “I can’t even imagine what I would do in that situation.”

“It was so much bullshit,” Pepper agreed. “So much, and it was all the time. I wanted to escape so often, and there was a long time period of time when I wasn’t speaking to Tony. I couldn’t handle seeing all of the terrible things that happened around him and knowing that he was the one who was putting himself in a lot of those situations.”

That… was remarkably close to what MJ was feeling. MJ felt so out of her depth it wasn’t funny. MJ was a waitress, working to support herself since she wasn’t getting enough from commissions to pay for a life in New York City. MJ was sitting here, in the Med Bay of the newly-rechristened Avengers Tower, in non-artistically torn jeans and Converse shoes that were second-hand when she got them and hair that hadn’t seen a good Wash Day in a month because that’s how busy she’d been.

And she knew, she knew that a lot of the Avengers came from not-great situations, just like her, just like Penny, but it was harder to remember that when there were two billionaires and a demigod and a living legend and the most badass woman in the history of ever just there, just walking around like this was nothing.

Penny described this, this feeling of being an ant among giants, but MJ hadn’t really understood until she’d come here for the first time, and she was struck by the same feeling every time Penny was injured enough that they came here. She didn’t get that injured that often, but it had happened a few times over the years, especially when Penny did something as stupid as face six of her most dangerous foes at the same time.

“What changed?” MJ asked.

Pepper shrugged, and it looked off on her. “I got attacked, and we spent a lot of time together during that time – Tony was focused on making a cure for me, and while we were going through that I really started to understand a lot more what his world looked like and why he put himself in those sorts of situations. And also… after the Accords, our lives settled down a lot. Tony settled down, as much as a man like him can.”

MJ looked back to Penny. Penny was lying so still, but it was because so much was broken that they were literally keeping her under so that her natural healing could deal with all of the damage. They’d fixed what they could, but it wasn’t enough. They had her on a ventilator while she was under because they were worried that if she wasn’t on one, her body wouldn’t be able to handle the respiratory load on top of all the injuries and she would crash.

Depending on how long it took her healing to come back online, it would be between one to three days before doctors estimated she could come out of the coma and off the ventilator, but that was still just a best guess. MJ looked up at the ceiling, trying not to cry in front of her girlfriend’s adoptive step-mom, and Pepper reached out and squeezed her hand gently.

“You don’t have to be strong here,” Pepper said quietly. “Penny won’t wake up. She might not even be able to hear you right now, considering everything she’s on. Let it out.”

MJ burst into tears then. They were 19 and Penny was supposed to be on her Spring Break and they were supposed to be relaxing this week and enjoying not having to worry about finals yet. This was all still just as overwhelming as it was when they were 16 and just newly dating and Penny got smacked around by Green Goblin for the first time.

“I hate this,” she said shakily. “I hate this. I can scream from the top of my lungs about intersectional feminism and activism and the working class and the environment and how fucked things are, I can sketch something that will be featured in museums across the city, I can even solve a theoretical physics equation and I can’t do anything to keep my girlfriend from getting ragdolled when she goes up against odds that would make a bookie cry. I just – I sit here and I hold her hand and I help her recover when everyone is gone and they’ve left us a fucking casserole and I try to hold it down for us but this isn’t working, this isn’t sustainable!”

Pepper pulled MJ into her arms and MJ felt bad about staining the older woman’s blouse, but then she spotted a stain that looked a lot like the juice pop stains Penny got when she hugged a Morgan who just had one and MJ felt slightly better about herself, even despite everything.

“You’re right,” Pepper said, and she held MJ so that Pepper could look right in her eyes. “This isn’t sustainable. You need to find something to do with all of this energy, all of this worry and fear and anger and pain, and it needs to be something you can do on your own. You need to find some way to process this, because this is Penny’s life and it’s your life as well, at least for the moment. She can’t help you on this. You need to find it for yourself.”

MJ’s fingers twitched, and she pulled away from Pepper long enough to grab her bag. She brought her sketchbook, one that looked exactly like the ones she used to sketch people in crisis when she and Penny went to high school, and she held it up. MJ carried her sketchbook everywhere, so it wasn’t like she planned to bring it to the hospital – it was more of that it was already in her bag when she got the call from Tony, so it went with her when she rushed out the door.

“I’ve been sketching and people watching for years,” MJ said, and opened up a recent sketch, one she was proud of. She and Penny had a little garden outside their kitchen window, and she noticed a sparrow in the plants multiple times over the course of several days. The sparrow was staring back at them now, in smudged graphite, and she was in the middle of doing the sketch again digitally.

“Sketching sounds like an excellent activity,” Pepper said. “It looks more fun than mine is. I haven’t had to use it in years, but whenever Tony got wrecked, I would do paperwork.”

MJ smiled a little at that. “I think – I think I’m okay now,” she said, and ran her hand over her face. “Hey, I’m gonna take a breather for a minute. Mind watching over Penny for me until I come back?”

“Go on, Michelle,” Pepper said, and MJ got up, taking a coat and her sketchbook with her.

She hated being in this position, but at least now she had something she could do with her hands.

**Notes for the Chapter:**

> I've been replaying Spider-Man on PS4 lately, so this MJ is probably heavily inspired by the one in the game and less the one in the movie, even though Pepper calls her Michelle. In most incarnations, though, MJ is not a woman who handles being at a bedside well, and I wanted to capture that here.
> 
> Thank you again to everyone who has left comments or kudos! It means a lot to me, and I appreciate it.


	22. Burned

**Summary for the Chapter:**

> A chemical burn causes pain years down the line, years after the physical injury healed.

Penny was working with acids in chemistry lab when she heard her professor call her name. She’d been in the middle of piping some hydrochloric acid into a graduated beaker before adding it to a flask to test an unknown stone’s chemical composition when it went off, and because of that when Penny released the acid, some of it slid down the inside of her rubber glove.

“Shit, fuck, ow,” Penny said quietly, but it didn’t matter how quietly she said it because her professor was there the moment she said “shit”.

“Parker, get yourself to the decontamination corner and wash that hand off,” he said, and Penny nodded. Her hand had taken worse, but it was stinging and smarting, even with the fact that the acid was at a 5% concentration, and Penny didn’t want it to get even worse. “Leeds, take over. I want to see this in both of your lab reports when you turn them in.”

“Yes sir,” Penny said, and went to wash her hand. Some of the skin was already bright red from contact to the acid, and there was a peculiar pattern where the acid had followed the glove. It was starting to do more than sting, but she was going to be okay, and it would probably fade in a day or two.

The rest of the lab passed uneventfully. Penny rinsed out her glove at the same time she rinsed off her hand, so she was able to finish the lab, and when she did back over to where her backpack was, she saw it was a text message from Tony, inviting her over for dinner this weekend.

She texted back, but just before she and Ned were about to head out, the professor stopped Penny by calling for her.

“Go on ahead, Ned,” Penny said, and he looked back to her.

“You sure? We still need to plan our next study session.”

“I’m sure. Besides, you have another class to get to, and I was gonna hit up the library to get some work done. I’ll text you later.”

Ned shrugged, and Penny tuned back to her professor with a smile.

“Sorry about that, sir. Ned and I have been friends for ages, so when we have classes together we try to work together as much as possible,” Penny said.

“Perfectly understandable,” her professor said. “I just wanted to check in with you after the exposure earlier. I’m sorry; I didn’t mean to distract you during a crucial moment earlier. How’s your hand? Do you need anything for it?”

Penny shook her head and held up the hand. “It doesn’t feel great, but it’ll heal up pretty soon. I’ll be okay. What did you want me for, earlier?”

Her professor let out a low whistle and examined her hand. “I think you should get a bandage on it,” he said, and went to the first aid kit by the door. “I’m sorry I didn’t check on you sooner, but it seemed like you had a pretty decent handle on yourself after the accident. You need to keep a wound like that protected while it heals. Chemical burns are nothing to play around with, you know. As for what I wanted, there’s a new research opportunity coming up, and I wanted to make sure you heard about it. It’s paid, of course, and if it gets to publishing, your name will be listed among the assistants.”

Penny blushed as he bandaged her hand, but more of her attention was taken by the research opportunity she was reading about. It sounded right up her alley – helping people through work on prosthetics, something that combined engineering and biomedical science, with some chemical engineering thrown in as well – and the opportunity to be part of published research was a heady thing to consider. “I… hadn’t seen this,” Penny said, flipping through the papers. She was a little strapped for time, but it didn’t sound like too much of a time commitment in the early stages. “Thank you – for letting me know, and for helping wrap me up.” 

Her professor shook his head. “You’re going to be a brilliant scientist, Penny,” he said, and made sure the medical tape was secure on her hand before letting go. “Part of my job as your professor is to make sure you make it there. Let me know how this heals up, okay? And if you’re interested in the research.”

Penny nodded and left, feeling oddly touched that her professor went so far out of his way to make sure she was doing okay.

Several years later, Penny remembered that moment in the lab and sobbed.

Her professor, Dr. Octavius, had been a kind, intelligent man, working to help other people. He’d been a good mentor for Penny while she was going through college and they ended up working together on a number of projects until she graduated and started working at Stark Tech, putting her experience to good work, and even then they sometimes collaborated together.

His work with prosthetics turned into a larger project to help people handle dangerous substances and objects more safely, and Penny and MJ were both there at a demonstration of his device the night it all went bad. Octavius made four arms, and he was in the middle of demonstrating how they worked and how they worked together when there was an electrical short in the equipment.

The short caused an accident as the limbs went haywire. Doc Octavius spasmed and seized, and Penny tried to get close to him to help him out but was thrown back through a column for her efforts. MJ ran over to see if she was okay, but that meant everyone else stayed as far away from the professor as they could until the seizing stopped.

“Fuck, ow,” Penny said as MJ helped her sit up. “Oh my god – Doc!”

Penny got to her feet and ran over to him, ignoring how her head throbbed, and started dialing 9-1-1. “Oh my god, Otto,” she said softly, and checked his pulse while she was on the phone with the operator. There were a couple of other injuries – people who got caught by flying glass when the limbs started malfunctioning, someone who fainted and broke something at the sight of blood – but Penny only has eyes for her friend and former mentor. “Hang in there, please just hang in there for now.”

That night was the last time Penny saw the man she’d admired. The accident caused a brain bleed and the electricity impacted several parts of his brain, including the man’s personality. For all that he was a kind, patient teacher before the limbs went haywire, he was now an angry, bitter man who believed that the world was out to get him.

When Penny didn’t help him get revenge on the world, she was tossed out of his life. Spider-Woman had to stop him a few weeks after that, when the man committed a series of robberies. Doc Ock, as he called himself now, was working with many of Penny’s enemies to bring her down. To set himself up in power and reign over the city.

“Doctor, you don’t have to do this!” Penny yelled, trying to reach him one last time. He had the completed vial of poison held in one of his real arms, and his mechanical arms bared, ready to tear through her if he needed to. “You can put the poison down, Otto. Please – put it down! We can still go home and forget this ever happened!”

“Like you want to forget the accident ever happened, Penny?” Doc Ock spat, and Penny took a step back in shock. “Yes, I know who you are. It’s written all over who you are and what you use. Penny, who was in the lab with you when you discovered the padding you use around your mask’s eyes? Who was there when you came in beaten and bruised multiple occasions, saying you got mugged because you lived in a bad neighborhood?”

“Then you know why I can’t let you do this!” Penny shouted, holding back tears. “You know! Please, Otto, please. I don’t want to hurt you, but I can’t let you hurt everyone else in the city. If you have to fight someone in the city, just – fight me!”

Doctor Octavius cocked his head at that. “I like that idea,” he said, and his arms were shooting out at her, the attachments at the end of the arms like knives she could only barely dodge. “Your work was in the arms, just as much as my work was. Maybe the accident was because of your faulty work. Maybe the accident was because of you.”

“Doc, no, I –” Penny could barely speak, but then she was dodging the arms. One of the arms caught her in the shoulder and dug in, making her cry out in pain. “Doc, please, stop!”

“Maybe you wanted this,” Doc Ock said, and a second mechanical arm dug into Penny’s other shoulder. She cried out again, struggling to pull the attachments out of her. “Maybe you wanted me weak. Maybe you wanted me to fail.”

“Never,” Penny cried, and pushed the attachment out of one shoulder. It bled freely down her chest, and she started work on the second one. “I – I looked up to you. I only ever wanted to help you, Doc, to be like you. Let me help you!”

Penny shot a piece of web at a piece of debris in the room, hitting Doc in the back of the head. He dropped like a sack of bricks, which made it easier for her to pull the second attachment out of her shoulder. She wanted to drop too, but her job wasn’t done yet – she staggered to where he was and pulled the poison out of his pocket before calling it in.

“I’m sorry, Doc,” Penny whispered, and made sure he wasn’t too badly injured before she limped away, her injuries making it impossible to swing. “I’m so, so sorry.”

**Notes for the Chapter:**

> This was heavily inspired by the relationship Peter and Doc Ock have in the Spider-Man PS4 game. It's really an incredibly-written game, and super fun to play, so please check it out!
> 
> Also, thank you to everyone who has commented or left a kudos. You guys mean so much to me!


	23. "Don't Look"

**Summary for the Chapter:**

> Aunt May tried to protect Penny from seeing awful things when she was in middle school, but Penny has to grow up quickly.
> 
> (tw: blood, off-screen violence)

“Don’t look, baby girl, don’t look,” Aunt May said, and she held Penny close as they walked through the roads of Manhattan just days after the attack by the Chitauri.

Dead alien carcasses were rotting everywhere, and people were being advised to avoid going out as much as possible. The subways were still down, and there were crews in these thick, protective gowns trying to clear as many alien corpses, human bodies and pieces of apartment buildings as they could.

Uncle Ben was working overtime, as an electrician, trying to help put the city back together. A lot of buildings – high rises, apartment buildings, offices and everything else – had been damaged by the attacks, and he was working to help as many people as possible. Aunt May was in a similar position as a nurse, and she was barely home either, pulling doubles a week straight trying to help everyone who was injured. The attack was centered on the Financial District and Midtown, and while there wasn’t a lot of housing in the Financial District, it was a heavily-tourist location, along with a huge place of business – and the attack took place during the middle of trading hours for the Stock Exchange. There’d been a lot of people caught out on the street before they figured out what was happening, and while most people had been able to run into a subway station, the subway didn’t extend to the water’s edge on purpose.

(Midtown was a housing-heavy area, and where Penny was going to school when the attack happened. Aunt May and Uncle Ben had both been at work, and they’d never been so happy that they got Penny a cell phone when she started middle school, as a way she could call them if she had any trouble while taking the subway to school. Aunt May cried when Penny called her, and that was expected, but Uncle Ben sobbed, and that hit Penny deeply.)

The disaster meant that Aunt May and Uncle Ben both came home every night looking exhausted and run off their feet, and that Penny was stepping up to feed and care for their family as best she could. Penny was only 12 years old, but it wasn’t too hard to make up a couple of bowls of salad for Aunt May and Uncle Ben to take to work, or to make a bunch of sandwiches for everyone to eat when they got hungry.

They were running out of food, though, and neither of Penny’s guardians felt comfortable with her going to the grocery store by herself with the streets as they were. School was canceled for the time, anyway, as people tried to sort through the damage and figure out housing, so one morning, when Aunt May was scheduled for a later start in the day, she and Penny went out to grab as much food as they could in one trip.

They’d barely stepped outside their apartment building when the smell hit them.

“Oh my gosh,” Penny said, feeling her nose sting and her eyes water. “The smell – Aunt May!”

“I know, baby,” Aunt May said, “I know. Come on, we have to keep walking.”

The grocery store was only two blocks away, a dead quick walk most days, a walk Penny had taken many times to grab a missing ingredient, but it had never felt longer. Penny tried to avoid breathing with her nose but it didn’t help much, and she was dizzy by the time they got to the store.

She had breathing issues on the best of days. Asthma was a pain in the ass, and Penny took a few puffs of her inhaler as a preventative measure, hoping to ward off any coughing fits while they were out. The tight feeling in her chest unfurled a little, and she walked through the aisles with Aunt May, looking for easy-to-assemble meals that Penny could make and that would keep moderately well.

Spaghetti went in the basket, as well as spaghetti sauce, meatballs and cheese. Frozen dumplings were easy enough to heat up in the microwave. Salad mix, cereal, bread, lunch meat, shredded lettuce. A frozen pizza and some boxed mac and cheese that could be thrown together in 10 minutes. Milk and juice and chocolate, because with everything else going on Aunt May said they needed a reason to smile.

It was a lot to carry back, and normally they wouldn’t get this much at a time, but Aunt May didn’t know when they’d be able to go back to the store again. Penny couldn’t carry much in the way with her hands, but they loaded a fair amount of the dry goods into Penny’s backpack, and she carried it like that while Aunt May focused on the heavier stuff, like the milk and the frozen goods.

Walking home with the groceries was even worse than going there was, because it was harder to hold groceries and keep your nose closed at the same time. Aunt May soldiered through, hardened by years of being a nurse, but Penny didn’t have that and so by the time they got back to their fourth-floor walkup, she was feeling weak and dizzy.

“Put the groceries in the kitchen,” Aunt May said, locking the door behind them as soon as they got in, but she got one good look at Penny and shook her head. “Never mind, go sit down and take another dose. I’ll put the groceries away, but you need to stop moving or else you’ll start wheezing again.”

Penny nodded and went to the couch. She’d had asthma for years, a side effect of being a preemie. Her lungs hadn’t been fully developed at birth, and so she spent every winter in and out of the ER getting albuterol treatments and having her peak flow meter results checked. She grabbed her inhaler and took another few puffs, willing her lungs to relax and her airways to reopen and her breathing to even out.

It worked, but Penny knew she wasn’t going to be going out again for a while. The last thing any hospital needed right now was more patients, and Penny hated being in the emergency room.

Aunt May came out from putting the groceries away and knelt in front of Penny. She looked tired, but she smiled for Penny and rubbed Penny’s arm encouragingly.

“You’ve been such a brilliant helper,” Aunt May said, and pressed a kiss to the top of Penny’s forehead. “You’ve been such a brave, strong girl. I know it hasn’t been easy, since Uncle Ben and I haven’t been here a lot, and you’ve been helping hold the fort down so well at home.”

“I just want to help,” Penny said quietly. “I know I can’t do what the Avengers did, but I can help like this. I can make it easier for you guys to help other people, and if I do that, it’s like I’m helping them too.”

“That’s right,” May said, and pulled Penny into a hug. “I need to get ready for work. Are you going to be okay for me to head out?”

Penny nodded, but May fixed her with a stare.

“Say it,” Aunt May said sternly. “I want to make sure there isn’t any rattle in your voice.”

“I’ll be okay,” Penny said, and her voice wasn’t 100% back to normal, but it was close enough. Aunt May stood up and went back to the bedroom to change, and Penny laid back down on the couch, scrolling through her beat-up old phone to check Tumblr.

Things calmed down soon enough, and about a month after the attack, Uncle Ben’s hours evened out to where he was home to make food again. Aunt May’s hours evened out too, and soon they were able to have family dinners again.

About a year later, Uncle Ben died in Penny’s arms. He’d been shot by someone who was robbing a convenience store, who Penny let walk out, and he bled out as Penny sobbed, her newfound powers unable to do anything that would stop her father-figure from dying.

That time, there was nothing Aunt May could do to stop Penny from seeing the horrible sight. Penny made a lot more dinners from then on out.

**Notes for the Chapter:**

> I started this chapter so many times because I didn't know where to take it. I'll be finishing this challenge up fairly soon so I can get back to my regular story, but thank you to everyone who has left a comment or a kudos while I've been writing this!

**Author's Note:**

> I promise I haven't abandoned who run the world, but when I saw that this challenge was happening it became a way I could challenge some frustrations that I didn't want to bring into the fic. My tumblr is princessofthewhitemoon, come say hi!
> 
> Also, please leave a kudos/comment if you liked the story. Thanks!


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